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Directors Report of Picturehouse Media Ltd.

Mar 31, 2014

Dear Shareholders,

The Board of Directors (Board) of Picturehouse Media Limited (Company) with immense pleasure, present their 15th report on the business operations of your Company for the financial year 2013-14. This Report is being presented along with the audited financial statements for the year.

Financial Results (Rs. in lakhs)

Particulars Standalone Consolidated 2013-2014 2012-2013 2013-2014 2012-2013

Total Income 7933.24 4354.87 10141.99 5038.39

Operational, Administration and other 6399.63 1996.67 6939.22 2110.05 expenses

Profit/(Loss) before Depreciation, Interest 1533.61 2358.20 3207.77 2928.34 and Tax

Depreciation 29.43 17.08 29.47 17.08

Interest and finance Charges 871.59 1206.31 1410.35 1341.66

Profit / (Loss) before Tax 632.60 1134.82 1762.95 1569.60

Exceptional Items 0 (12.69) 0 (12.69)

Provision for taxation 227.18 378.47 683.73 520.37

Profit/ (Loss) after tax 405.42 769.03 1079.22 1061.92

Review of Operations

The year under report is a mixed year for the Company. while PVP Capital Limited, wholly Owned Subsidiary of the Company had performed exceptionally well during the year by registering a revenue from operations of Rs.1953 lakhs as against Rs.683 lakhs during the previous year and also by registering a net Profit of Rs.671 lakhs as against Rs.293 lakhs during the previous year. however, the Parent Company i.e., Picturehouse Media Limited could not do well, mainly because of the reason that the bi-lingual movie produced by it, i.e., Irandam Ulagam (''Varna'' in telugu), could not attract the audience and severely impacted the bottom-line of the Company. Because of this reason, though there is a two fold increase in the consolidated total income, the Profit was not in proportion to the turnover.

On consolidated basis, total income for the financial year 2013-14 at Rs.10141.99 lakhs was higher by 101.29% over last year (Rs.5038.39 lakhs in 2012-13). Earnings before interest, tax, depreciation and amortization (EBITDA) at Rs.3207.77 lakhs was higher by 9.54% over last year (Rs.2928.34 lakhs in 2012-13). Profit after tax (PAT) at Rs. 1079.22 lakhs was higher by 1.62% over last year (Rs.1061.92 lakhs in 2012-13). On standalone basis, revenue from operations for the financial year 2013-14 at Rs. 7933.24 lakhs was higher by 82.17% over last year (Rs.4354.87 lakhs in 2012-13). EBITDA at Rs. 1533.61 lakhs was lower by 35% over last year (Rs. 2358.20 lakhs in 2012-13). PAT at Rs. 405.42 lakhs was lower by 47.28% over last year (Rs. 769.03 lakhs in 2012-13).

After the result of "Irandam Ulagam", the Management of the Company, after a thorough introspection, has decided to "go slow" in movie production and as a result the Company has rolled out only one flm after Irandam Ulagum (''Varna'' in telugu) viz., Vallavukku Pullam Ayudham (co-produced with hand Made films) which is remake of sucessful Telugu Movie ''Maryada Ramanna'', which has yeilded moderate Profits. Irrespective of the success or failure, one positive issue that has happened during the year was that the Company could able to get a very good brand image for its banner "PVP Cinema". During the current financial year, the Company would be making a multi starrer movie with Akkineni Nagarjuna and Nandamuri Taraka Rama Rao (popularly known as "Jr. NTR")

in the lead roles and the story discussions and movie planning are in progress. Apart from this direct movie, the Company is planning to buy remake rights of some super hit movies in other regional langugages.

Dividend

In order to conserve the resources for future plan of actions and also to reduce the dependence on outside lenders, the Board of Directors did not recommend any dividend for the financial year 2013-14.

Capital Structure

During the year, there is no change in the capital structure of the Company.

Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated financial Statements, the audited Consolidated financial Statements are provided in the Annual Report.

Subsidiary Companies

As on March 31, 2014, PVP Cinema Private Limited & PVP Capital Limited are the wholly owned Indian subsidiary companies of the Company. During the financial year 2013-14, the Company has incorporated a wholly owned subsidiary company in Singapore, i.e., Picturehouse Media Private Limited, Singapore, with a paid up capital of 5,000 Singapore Dollars. The Consolidated financial Statements of your Company for the financial year 2013- 14 are prepared in compliance with applicable Accounting Standards and applicable clauses of the Listing Agreement as prescribed by the Securities and Exchange Board of India. The consolidated accounts have been prepared on the basis of audited financial statements received from subsidiaries and joint venture companies, as approved by the irrespective Boards.

A separate statement containing the salient features of all subsidiaries of your Company which includes capital, reserves, total assets, total liabilities, details of investment, turnover,etc., forms part of this report in compliance with the General Circular No. 2/ 2011 dated 8th february, 2011 issued by Ministry of Corporate Afairs granting a general exemption from the provisions of Section 212(8) of the Companies Act, 1956. The annual accounts and financial statements of the subsidiary companies and related detailed information shall be made available to members on request and are open for inspection at the Registered Ofce of your Company.

Consequent to PVP Capital Limited becoming a Material Non Listed Indian Subsidiary of the Company during the year under report, the Company had appointed its Independent Director, Mr. R. Nagarajan, on the Board of PVP Capital Limited and this is in compliance of Clause 49 of the Listing Agreement.

Public Deposits

The Company has not accepted/renewed any fixed deposits during the year under review.

Insurance

All the properties of your Company have been adequately insured.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Auditors'' report

The Auditors'' Report for the financial year 2013-14 is an "Un-qualified" report and the said Report together with the Audited Accounts for the financial year ended March 31, 2014 read with the Notes on Accounts are self- explanatory and therefore do not call for any further comments.

Statutory Auditors

M/s. CNGSN & Associates (fRN: 004915S), the statutory auditors, holds ofce up to the conclusion of this Annual General Meeting (AGM). The Company has received letters from M/s. CNGSN & Associates,Chartered Accountants, to the efect that their reappointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and stated that they are not disqualified from being appointed as the Statutory Auditors of the Company.

The Board of Directors recommends reappointment of M/s. CNGSN & Associates as the statutory auditors of the Company for the year 2014-15. Necessary resolution for their reappointment is incorporated in the Notice calling the AGM.

Directors

As on the date of this Report, the Board of Directors comprises of Mr. Prasad V. Potluri, Mr. R. Nagarajan and Mr. N.S. Kumar.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold ofce for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation and the tenure of the Independent Directors on the date of commencement of the Companies Act, 2013 (ie., 01.04.2014) shall not be counted as term for aforesaid period of 5 years. Accordingly, it is proposed to appoint Mr. R. Nagarajan and Mr. N S Kumar as Independent Directors of your Company for a period of 5 years efective from September 26, 2014 to September 25, 2019.

Appropriate resolutions for the appointmentof Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Notice. your Directors recommend their appointment as Directors of your Company.

Stock Exchange Listing

Presently, the Equity Shares of the Company are listed on The BSE Limited (BSE). The Company confirms that it has paid Annual Listing fees due to the Stock Exchange for the year 2014-15.

Directors'' Responsibility Statement

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, the Directors of the Company, in respect of the financial year ended March 31, 2014, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company for the financial year ended March 31, 2014 and of the Profit of the Company for the year ended on that date;

(iii) They have taken proper and sufcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis.

Corporate Governance

The Company is committed to maintain the prescribed standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the mandatory stipulations prescribed. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certifcate from a firm of Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is forming part of the Report on Corporate Governance.

Managing Director and Chief Financial Ofcer certification

As required under the SEBI Guidelines, the Managing Director and the head of the finance function certification is attached to this Report.

Internal Control Systems

The Company has a proper and adequate system of internal controls. This ensures that all the transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. An extensive programme of internal audits and management reviews supplements the process of internal control. The internal control system has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

The Company also has an Audit Committee, comprising 3 (three) professionally qualified Directors, who interact with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. This Committee mainly deals with accounting matters, financial reporting and internal controls.

Employees

During the year, Mr. S.M. Sundaram has resigned from the position of Chief financial Ofcer of the Company and pursuant to the provisions of Section 203 of the Companies Act, 2013, the Company has appointed Mr. A. Praveen Kumar, General Manager - finance & Accounts as the Chief financial Ofcer of the Company with efect from May 28, 2014.

Particulars of employees

The provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company for the year under review.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo

Particulars regarding technology absorption, conservation of energy and foreign exchange earnings and outgo required under section 217 (1)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 to the extent applicable are as under:

A. CONSERVATION OF ENERGY: The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy.

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION: The Company continues to use the latest technologies for improving the quality of its operations.

Acknowledgements

your Directors acknowledge with gratitude the co-operation and assistance received from the bankers, producers, actors, technicians, directors, production houses, shareholders, government agencies and other business associates. your Directors wish to place on record their deep sense of appreciation for the committed services by the employees of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/- R. Nagarajan Prasad V. Potluri Director Managing Director

Date: August 8, 2014 Place: Chennai


Mar 31, 2013

The Directors have pleasure in presenting the 14th Annual Report on the business and operations of the Company together with audited annual accounts for the financial year ended March 31, 2013

Financial Results (Consolidated)

(Rs. in lakhs) 2012-2013 2011-2012

Total Income 5038.39 4645.18

Operational, Administration and other expenses 2110.05 3128.12

Profit/(Loss) before Depreciation, Interest and Tax 2928.34 1517.06

Depreciation 17.08 2.05

Interest and Finance Charges 1341.66 279.68

Profit / (Loss) before Tax 1569.60 1235.33

Exceptional Items (12.69) (27.19)

Provision for taxation 520.37 411.41

Profit/ (Loss) after tax 1061.92 851.11

Review of Operations

The Company has continued its growth path from the previous year (2011-12) and achieved a total consolidated revenue of Rs.50.38 crore compared to Rs.46.45 crore during the previous financial year, thereby registering a growth of 8.5%. The consolidated PAT increased from Rs.8.51 crore during the previous year to Rs.10.62 crore for the year under report, thereby registering a growth of 25%.

Even the year 2012-13 continued to be a tremendous year for the Company. During the year, the Company produced its first feature film in Telugu language under the banner of PVP Cinema "Balupu" starring Raviteja and Shruti Hassan & Anjali which was directed by a successful director Mr. Gopichand Malineni. This feature film released on June 28, 2013 and running successfully.

During the year, by implementing various cost reduction & cost control measures, the Company could able to reduce its operational and administrative expenses substantially. However, the high interest and finance costs have impacted the profitability of the Company and the Management is taking all possible steps to rationalize the interest and finance charges.

Taking advantage of the experience gained in the previous years, the Company is aggressively moving ahead in its area of operations and the Management is confident that in the years to come, your Company is all set to occupy a "niche" position in Telugu and Tamil film industry and the professional management of the Company is all set to take the growth story to the next level.

Dividend

In order to preserve the resources for future plan of actions and also to reduce the dependence on outside lenders, the Board of Directors did not recommend any dividend for the financial year 2012-13.

Capital Structure

During the year, there is no change in the capital structure of the Company. Pursuant to the Members approval in the Annual General Meeting held on September 26, 2012, the Preference Capital of Rs.27,00,00,000 has been re-classified as Equity Share Capital.

Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

Subsidiary Companies

As on March 31, 2013, PVP Cinema Private Limited and PVP Capital Limited are the wholly owned subsidiary companies of the Company. In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. A statement pursuant to section 212(1)(e) read with 212(3) of the Companies Act, 1956, relating to Company''s Interest in its subsidiary companies for the financial year under review is forming part of this Annual Report.

Public Deposits

The Company has not accepted/renewed any fixed deposits during the year under review.

Insurance

All the properties of your Company have been adequately insured.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Auditors'' report

The Auditors'' Report for the financial year 2012-13 is an "Un- qualified" report and the said Report together with the Audited Accounts for the financial year ended March 31, 2013 read with the Notes on Accounts are self-explanatory and therefore do not call for any further comments.

Statutory Auditors

M/s. CNGSN & Associates (FRN: 004915S), the statutory auditors, holds office up to the conclusion of ensuing Annual General Meeting (AGM). The Company has received requisite certificate from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

The Board of Directors therefore recommends reappointment of M/s. CNGSN & Associates as the statutory auditors of the Company for the year 2013-14. Necessary resolution for their reappointment is incorporated in the Notice calling the AGM.

Directors

As on the date of this Report, the Board of Directors comprises of Mr. Prasad V. Potluri, Mr. R. Nagarajan and Mr. N.S. Kumar.

As per the Articles of Association, Mr. N. S. Kumar retires by rotation at the ensuing AGM and being eligible offers himself for reappointment. Brief profile of Mr. N. S. Kumar, as stipulated under Clause 49 of the Listing Agreements, is provided in the notes attached to the Notice calling the AGM and necessary resolution for his re-appointment is incorporated in the Notice calling the AGM.

Stock Exchange Listing

Presently, the Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The Company confirms that it has paid Annual Listing Fees due to the Stock Exchange for the year 2013-14.

Directors'' Responsibility Statement

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, the Directors of the Company, in respect of the financial year ended March 31, 2013, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31, 2013 and of the profit of the Company for the year ended on that date;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis.

Corporate Governance

The Company is committed to maintain the prescribed standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the mandatory stipulations prescribed. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from a firm of Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is forming part of the Report on Corporate Governance.

Managing Director and Chief Financial Officer Certification

As required under the SEBI Guidelines, the Managing Director and the Head of the Finance Function Certification is attached to this Report.

Employees

The Company appointed Mr. S.M. Sundaram as Chief Financial Officer with effect from May 20, 2013 and Mr. Adalat Srikanth as Company Secretary & Compliance Officer with effect from April 01, 2013.

Particulars of employees

The provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company for the year under review.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo

Particulars regarding technology absorption, conservation of energy and foreign exchange earnings and outgo required under section 217 (1)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 to the extent applicable are as under:

A. CONSERVATION OF ENERGY: The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy.

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION: The Company continues to use the latest technologies for improving the quality of its operations.

Acknowledgements

Your Directors acknowledge with gratitude the co-operation and assistance received from the bankers, producers, actors, technicians, directors, production houses, shareholders, government agencies and other business associates. Your Directors wish to place on record their deep sense of appreciation for the committed services rendered by the employees of the Company.



For and on behalf of the Board of Directors

Sd/- Sd/-

Place: Hyderabad R. Nagarajan Prasad V. Potluri

Date: August 09, 2013 Director Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 13th Annual Report on the business and operations of the Company together with audited annual accounts for the financial year ended March 31,2012.

Financial Results (Rs. in lacs)

Particulars 2011-2012 2010-2011

Total Income 4645.18 712.49

Operational, Administration and other expenses 3099.45 259.71

Profit/(Loss) before Depreciation, Interest and Tax 1545.73 452.78

Depreciation 2.05 0.13

Interest and Finance Charges 279.68 169.21

Profit /(Loss) before Tax 1264.00 283.44

Provision for taxation 411.41 79.27

Profit/(Loss) after tax 852.59 204.17

Review of Operations

The year 2011 -12 has been a tremendous year for the Company as its produced it first feature film under the banner of PVP Cinema "Rajapattai" in Tamil language starring Vikram and Deeksha Seth under the directions of Susheendhran. The Company earned total income of Rs. 46.45 Cr during the year (previous year Rs. 712.49 lac) with PBT of Rs. 12.64 Cr (previous year Rs.2.83 Cr).

In July 2012, another movie under the banner of PVP Cinema "Naan-E" starring Sudeep and Samantha and directed by Mr. S. S. Rajmouli was released in Tamil language. Naan-E redefined the special effects and animation usage in the Indian movies and received huge response from the public and critics both.

During the year, Picturehouse consolidated its position as a leading organised capital provider to the Tamil and Telugu film industry with providing capital to all top star movies. The Company worked with a well-structured process-driven approach to ensure a high degree of professionalism and transparency and it recovered all its investments signifying the strength of its management team, their understanding of the market and execution capability.

Future Plans

Overcoming the gloom that had set in during the economic slowdown of 2008-09, the Indian Media & Entertainment Industry bounced back registering a growth of 11%. According to KPMG's Report on the Indian Media & Entertainment Industry, the Industry is estimated to touch INR 738 billion and with exciting times ahead, this sector is projected to grow a CAGR of 14% to reach INR 1,275 billion by 2015, while the Indian Film Industry is projected to grow at a CAGR of 9.6% to touch INR 133.5 billion in revenues by 2015.

Picturehouse aims to be a market leader in providing capital and production of movies and to be a 'One- Stop-Shop' for all capital requirements across the Indian Media & Entertainment space. It has already been acknowledged by the Tamil & Telugu Film Industry as a reputed organisation in terms of professionalism, transparency, integrity & ethics in a short span of time, we envisage a great opportunity in the media and entertainment sector.

In April 2012, Picturehouse acquired a NBFC named PVP Capital Limited (formerly known as Nahar Finance Limited) to diversify and consolidate its presence in funding and providing capital to movies and production houses. The renewed film financing business through PVP Capital will bring fast track growth, long-term sustainability and de-risk the business of film financing as well. The Company's objective is to build a loan book size of around Rs. 500 Crores over the next 5 years.

We are also aware that in this changing scenario, availability of organised funding will be the key growth driver and as one of the early entrants, we stand to gain substantially in this segment as compared to new players who take time to stabilise.

Dividend

The Directors has not recommended any dividend for the financial year 2011-12.

Allotment of Equity shares

During the year, the Company issued and allotted 3,67,54,212 equity shares of Rs.10/- each at par upon conversion of 2,59,97,722 Compulsorily Convertible Preference Shares and 1,07,56,490 convertible Warrants. Consequently, the paid up share capital of the Company increased to Rs. 52.25 Cr. divided into 5,22,50,000 equity shares of Rs. 10/- each.

Acquisition of PVP Capital Limited, an NBFC

In April 2012, the Company acquired 100 % equity share capital of PVP Capital Limited (formerly known as Nahar Finance Limited) a Non Banking Financial Company (NBFC) registered with RBI, Chennai. PVP Capital Limited will be the financing arm of the Company.

Directors

As on the date of this Report, the Board of Directors comprises of Mr. Prasad V Potluri, Mr. R. Nagarajan and Mr. N.S. Kumar.

As per the Articles of Association, Mr. R. Nagarajan, retires by rotation at the ensuing AGM and being eligible offers himself for reappointment. Brief profiles etc. of Mr. R. Nagarajan, as stipulated under Clause 49 of the Listing Agreements, are provided in the notes attached to the Notice calling the AGM and necessary resolution for his appointment is incorporated in the Notice calling the AGM.

Also, it is proposed to appoint Mr. Prasad V. Potluri as Managing Director of the Company for a period of 5 years from June 01,2012 to May 30,2017. The Board of Directors has approved his appointment subject to the approval of the shareholders. The required information and the terms and conditions of his appointment are disclosed in the Notice calling the AGM.

Employees

During the year, the Company appointed Mr. Vinay Chilakapati as COO and Dr. Rajeev Kamineni as Executive Director-Production of the Company. The Company is looking to strengthen its senior management team for the expansion and consolidation.

Public Deposits

The Company has not accepted/renewed any fixed deposits during the year under review.

Subsidiary Company

As on March 31, 2012, PVP Cinema Private Limited was the only subsidiary of the Company. In terms of the section 212(1) of the Companies Act, 1956, the Balance Sheet, Profit and Loss Account and other documents of the PVP Cinema are attached with the Balance Sheet of the Company. A statement pursuant to section 212(1 )(e) read with 212(3) of the Companies Act, 1956, relating to Company's Interest in PVP Cinema for the financial year under review is attached as Annexure-I to this report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Corporate Governance

The Company is committed to maintain the prescribed standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the mandatory stipulations prescribed. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from M/s. V. Mahesh & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

Auditors' report

The Auditors' Report together with the Audited Accounts for the financial year ended March 31,2012 read with the Notes on Accounts are self-explanatory and therefore do not call for any further comments.

Auditors

M/s. CNGSN & Associates, the statutory auditors, hold office upto the conclusion of the forthcoming Annual General Meeting (AGM). The Company has received requisite certificate from them to the effect that their re- appointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

The Board of Directors recommend reappointment of M/s. CNGSN & Associates as the statutory auditors of the Company for the year 2012-13.

Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

Particulars of employees

The provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company for the year under review.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo

Particulars regarding technology absorption, conservation of energy and foreign exchange earning and outgo required under section 217 (l)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 to the extent applicable are annexed as Annexure- II of this Report.

Directors' Responsibility Statement

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31,2011 and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis.

Acknowledgement

Your Directors acknowledge with gratitude the co- operation and assistance received from the bankers, producers, actors, technicians, directors, production houses, shareholders, government agencies and other business associates. Your Directors wish to place on record their deep sense of appreciation for the committed services by the employees of the Company.

For and on behalf of the Board of Directors

Prasad V. Potluri

(Managing Director)

Hyderabad,

August 10,2012


Mar 31, 2010

The Directors have pleasure in presenting the Eleventh Annual Report and the audited accounts for the financial year ended March 31, 2010.

Review of Operations

The Company did not carry out any business activities during the year. However, the Company plans to diversify into media financing going forward as it is a very attractive business. The Company is currently looking into various business models for this purpose.

Dividend

In view of the losses, no dividend has been recommended by the Board for the year under review.

Directors

As on the date of this Report, the Board of Directors comprises of Mr. Prasad V. Potluri, Mr. R. Nagarajan and Mr. N.S. Kumar. Mr. Deepak Nagori resigned as a Director w.e.f. July 30, 2010.

As per the Articles of Association, Mr. R. Nagarajan, retires by rotation at the ensuing AGM and being eligible offers himself for reappointment. Brief profile of Mr. R. Nagarajan, as stipulated under Clause 49 of the Listing Agreements, is provided in the notes attached to the Notice calling the AGM.

Public Deposits

The Company has not accepted/renewed any fixed deposits during the year under review.

Subsidiary Company

As on March 31,2010 and on the date of this report, PVP Screens Private Limited (PVP Screens) is the only Subsidiary of the Company to the extent of 100%.

The name of Telephoto International Pte. Ltd. (another wholly owned subsidiary of the Company) was struck off from the Register of the Accounting & Corporate Regulatory Authority, Singapore w.e.f. January 15, 2010 and hence this company ceased to exist from this date.

In terms of the sub-section (1) of Section 212 of the Companies Act, 1956, the Balance Sheet, Profit and Loss Account and other documents of the PVP Screens are attached with the Balance Sheet of the Company. A statement pursuant to section 212(1)(e) read with 212(3) of the Companies Act, 1956, relating to Companys Interest in Subsidiary Companies for the financial year under review is attached as Annexure-I to this report. Group

Pursuant to the intimation from the Promoters and Promoters Group, the entities comprising of the Group, in terms of Regulation 3 of the SEBI

(Substantial Acquisition of Shares and Takeovers) Regulations, 1997, are as follows:

M/s. Platex Limited M/s. PVP Ventures Limited

Mr. Prasad V. Potluri M/s. PVP Energy Private Limited

Mrs. Jhansi Sureddi M/s. Whitecity Infrastructure (India) Private Limited

M/s. Maven BP0 Services M/s. Godavari Infracon Private Private Limited Limited

M/s. Waltair Promoters Private Limited

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached as Annexure-ll to this report .

Corporate Governance

The Directors adhere to the requirements set out by Clause 49 of the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from M/s. V. Mahesh & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

Auditors report

The Auditors Report together with the Audited Accounts for the financial year ended March 31, 2010 and the Notes on Accounts are self- explanatory and therefore do not call for any further comments.

As regard to the observations of the Auditors in the Auditors Report on the Standalone and Consolidated Financial Statements, the Board would like to comment as follows:

Standalone financials

(i) Boards comments on the para 4 of the Auditors Report

The Company plans to diversify into media financing going forward as it is a very attractive business and currently looking into the various business models. The Directors expect that once these plans are implemented, it would generate sufficient cash flow to meet the operating and administration expenses of the Company. Hence, the financial statements of the Company are prepared on a going concern basis.

(ii) Boards comments on the para

(iii)(a) of the Annexures to the Auditors Report

The advance was given to its wholly owned subsidiary company and such advance is interest free unsecured and repayable on demand.

(Hi) Boards comments on the para (iii)(b) of the Annexures to the Auditors Report

This loan was taken from its holding company and has been repaid during the current year.

(iv) Boards comments on the para (vii) of the Annexures to the Auditors Report

The Company did not have any business activities for the past 4 years and hence internal auditors were not appointed. Once the proposed business plans of the Company takes some shape and business activities starts, the Company will appoint internal auditors.

(v) Boards comments on the para (x) of the Annexures to the Auditors Report

The Company plans to diversify into media financing going forward and currently looking into the various business models. Hence, the Directors are hopeful that the Company would have positive net worth in near future.

Consolidated financials

(i) Boards comments on the para 4 of the Auditors Report

The Company plans to diversify into media financing going forward as it is a very attractive business and currently looking into the various business models. Hence, the management is working towards some plans to make the Company as a going concern.

Auditors

M/s. PKF Sridhar & Santhanam, Chartered Accountants, Chennai, the retiring Auditors have expressed their unwillingness to be re-appointed as the Statutory Auditors of the Company at the ensuing Annual General Meeting. Hence, it is proposed to appoint M/s.CNGSN & Associates, Chartered Accountants, as the Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Company has received a letter from M/s.CNGSN & Associates, Chartered Accountants, confirming that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the said Act. Necessary resolution for their appointment is incorporated in the Notice calling the AGM.

Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates, the audited Consolidated Financial Statements are provided in

the Annual Report.

Particulars of employees

The Company had no employees during the year. However, w.e.f July 01, 2010, the Company has appointed few employees.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo

Particulars regarding technology absorption, conservation of energy and foreign exchange earnings and outgo required under section 217(1)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company.

Responsibility Statement of the Directors

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31, 2010 and of the loss of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv)the Directors have prepared the annual accounts on a going concern basis.

Acknowledgement

Your Directors would like to express their appreciation for assistance and co-operation received from the shareholders, holding company, banks and Government authorities during the year under review.



For and on behalf of the Board of Directors

For Telephoto Entertainments Limited

Hyderabad

August 16,2010 Prasad v. Potluri R.Nagarajan

(Director) (Director)

 
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