Mar 31, 2016
TO THE MEMBERS,
We are pleased to present the report on the business and operations of your Company for the year ended March 31, 2016.
Financial Highlights [Rupees In Lakh]
Particulars |
Standalone 2015-2016 2014-2015 |
Consolidated 2015-2016 2014-2015 |
||
Total Income |
9527.68 |
1996.56 |
12962.28 |
5504.58 |
Operational, Administration and Other Expenses |
10096.91 |
2116.61 |
10281.40 |
2544.33 |
Profit/(Loss) Before Depreciation Interest And Tax |
(569.23) |
(120.05) |
2680.88 |
2960.25 |
Depreciation |
61.04 |
67.45 |
61.26 |
67.66 |
Interest and Finance Charges |
1005.47 |
385.75 |
3141.57 |
2111.29 |
Profit / (Loss) Before Exceptional Items |
(1635.74) |
(573.25) |
(521.95) |
781.30 |
Exceptional Items |
20.11 |
0 |
20.11 |
0 |
Profit / (Loss) Before Tax |
(1655.85) |
(573.25) |
(542.06) |
781.30 |
Tax Expense |
0 |
2.31 |
422.37 |
490.73 |
Profit/ (Loss) after Tax |
(1655.85) |
(570.94) |
(964.43) |
290.57 |
STATE OF THE COMPANY''S AFFAIRS
During the financial year 2015-16, the Company witnessed losses both on Standalone and Consolidated basis. The total revenue of the Company for the financial year ended 31 March, 2016 on Standalone basis is Rs. 95.27 crores as compared to the previous year''s total revenue of Rs. 19.96 crores. Further, total revenue on consolidated basis is Rs. 129.62 crores as compared to the previous year''s total revenue of Rs. 55.04 crores.
The Standalone Loss after tax stood at 16.56 crores as against loss of Rs. 5.70 crores in 2015. Further, the Consolidated Loss after tax stood at Rs. 9.64 crores as against loss of Rs. 2.90 crores in 2015.
TRANSFER TO RESERVES
In view of the losses incurred by the Company during the year, the Board of Directors did not propose to transfer any amount to reserves for the period under review
DIVIDEND
In view of the inadequacy of the profits and in order to conserve the resources of the Company, for future Business operations, the Board of Directors did not recommend any dividend for the financial year ended March 31, 2016.
CAPITAL STRUCTURE
During the year, there is no change in the capital structure of the Company.
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.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and erstwhile Listing Agreement and the Equity Listing Agreement signed with the BSE Limited pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your company has formulated a Policy on Related Party Transactions which is also available on the Company''s website at http://www. pvpcinema.com/pdf/2015/RPTPolicy-PHML.pdf. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the Related Parties.
During the year under review, there were no Related Party Transactions or Material Related Party Transactions i.e., transactions, exceeding 10% of the annual consolidated turnover as per the latest audited financial statements.
Accordingly, the disclosure of Related Party transactions as required under Section 134(3)
(h) of the Companies Act, 2013 in Form AOC 2 is not applicable for the year ended March 31, 2016.
During the year, the Company had not entered into any contract / arrangement / transactions with Related Parties which could be considered as material in terms of Regulation 23 of the SEBI (LODR) Regulations, 2015. In accordance with Accounting Standard 18, the Related Party Transactions are disclosed under Note No. 24.7 of the Standalone Financial Statements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT
As on the date of this report, there are no material changes in the Company which may affect the financial position of the Company between the end of Financial Year and Date of Report.
SUBSIDIARY COMPANIES
The Company along with its subsidiaries is operating in the verticals of Film Production and Film Financing. As on March 31, 2016, the Company has 3 (Three) wholly-owned subsidiaries viz., PVP Capital Limited, PVP Cinema Private Limited and Picturehouse Media Private Limited (Foreign Subsidiary).
The consolidated financial statements of the Company including its subsidiaries have been prepared in accordance with Section 129(3) of the Companies Act, 2013. Further, a statement containing salient features of the financial statements of the subsidiaries in the prescribed format AOC-1 is appended as Annexure - 1 to the Board''s Report. As required under Section 136 of the Companies Act, 2013 the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the website www.pvpcinema.com. These documents will also be available for inspection during the business hours at the Registered office of the Company and any member who wish to get copies of such financial statements, may write to the Company for such requirement.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, 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 Regulation 34 read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 forms part of the Annual Report.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Mrs. P. Sai Padma, Director of the Company retires by rotation and being eligible offer herself for re-appointment.
COMPOSITION OF BOARD COMMITTEES
Audit Committee |
|
Mr. R. Nagarajan |
Chairman |
Mr. N. S. Kumar |
Member |
Mr. Prasad V. Potluri |
Member |
Nomination and Remuneration Committee |
|
Mr. N. S. Kumar |
Chairman |
Mr. R. Nagarajan |
Member |
Mrs. P. Sai Padma |
Member |
Stakeholders Relationship Committee |
|
Mr. R. Nagarajan |
Chairman |
Mr. N. S Kumar |
Member |
Mr. Prasad V. Potluri |
Member |
The details of training and familiarization programs and Annual Board Evaluation process for directors have been provided in the Nomination, Remuneration & Performance Evaluation Policy annexed with this report.
The policy on Directors'' appointment and remuneration including criteria for determining qualifications positive attributes, independence of director and also remuneration for Key Managerial Personnel and other employees and Board evaluation process also forms part of Corporate Governance Report at Annexure 2.
During the year under review, Mr. Bhargava Burra resigned as the Company Secretary of the Company w.e.f. August 14, 2015 and the Board in its meeting held on August 14, 2015 appointed Ms. Mona Rajora as Company Secretary and Compliance officer of the Company w.e.f. August 17, 2015. Further, Mr. Vinay Chilakapati, COO and Mr. Rajeev Kamineni, Executive Director (Operation) who were designated as KMPs considering their roles and responsibilities by the Board ceases to be KMPs as decided by the Board. There is no other change in the Key Managerial Personnel of the Company.
Further details with respect to the aforesaid Committees are provided in the Corporate Governance Report attached herewith.
Corporate Social Responsibility Committee |
|
Mr. R. Nagarajan |
Chairman |
Mr. N. S. Kumar |
Member |
Mr. Prasad V. Potluri |
Member |
Executive Committee |
|
Mr. Prasad V. Potluri |
Chairman |
Mrs. Sai Padma Potluri |
Member |
NUMBER OF MEETINGS OF THE BOARD
The Board met 5 (five) times during the financial year, and the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was well within the period prescribed under the provisions of the Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
The financial statements of the Company are prepared as per applicable Accounting Standards as prescribed under Section 133 read with Rule 7 of the Companies (Accounts) Rules, 2014 of the Companies Act,
2013 and other applicable provisions if any of the said act. There are no material departures from prescribed accounting standards. The Directors confirm that:
(i) In preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed;
(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 at the end of the financial year and of the profit and loss of the company for that period;
(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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;
(v) The Directors have laid down internal financial controls, which are adequate and are operating effectively; and
(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate to operate the company effectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149
The independent directors have submitted the declaration of independence, as required pursuant to sub-section (7) of section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149.
STATUTORY AUDITORS
M/s. CNGSN & Associates LLP (FRN: 004915S), the statutory auditors have expressed their unwillingness to be reappointed as Auditors at the AGM as their term expires at the ensuing AGM.
The Company had received a Special Notice from a member proposing the appointment of M/s. Brahmayya & Co pursuant to which the Board in its meeting held on August 17, 2016 has appointed M/s. Brahmayya & Co. (FRN: 000511S) as the Statutory Auditors of the Company subject to the approval of members for a period of five years from the conclusion of this AGM to the conclusion of 22nd AGM.
The Company has received consent from M/s. Brahmayya & Co., Chartered Accountants, (FRN: 000511S) to the effect that their appointment, 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 therefore recommends appointment of M/s. Brahmayya & Co., as the Statutory Auditors of the Company. Necessary resolution for their appointment is incorporated in the Notice calling for the AGM.
AUDITORS'' REPORT
The Auditors'' Report for the financial year
2015-16 is an "Un-qualified" report and the said Report together with the Audited Accounts for the financial year ended March 31, 2016 read with the Notes on Accounts are self-explanatory and therefore do not call for any further comments.
SECRETARIAL AUDITOR
M/s. D. Hanumanta Raju and Co., Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for financial year 2015-16 forms part of the Annual Report as Annexure 3 of the Board''s Report.
STOCK EXCHANGE LISTING
Presently, the Equity Shares of the Company are listed on The BSE Limited (BSE). The Company confirms that it has paid the Annual Listing Fees due to the Stock Exchange for the year 2016-17.
MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION
As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and the Chief Financial Officer Certification is attached to this Report.
SIGNIFICANT MATERIAL ORDERS
There were no significant Material Orders passed against the Company during the year under review.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134 (3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure 4 of the Board''s Report.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy framed to deal with instances of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company www.pvpcinema.com.
CORPORATE SOCIAL RESPONSIBILITY
As per the Companies Act, 2013 all Companies having net worth of Rs.500 crore or more, turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising 3 or more directors, and at least one of whom should be an independent director. As per the provisions, such company shall spend 2% of the average net profits of the company''s, immediately preceding the three financial years.
CSR Committee of the Company comprises of Mr. R Nagarajan, Mr. N S Kumar and Mr. Prasad V. Potluri and the Committee is responsible for formulating and monitoring the CSR Policy of the Company. The CSR Policy of the Company as approved by the Board of Directors of the Company is available on website of the company.
The Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure - 5 to this Report.
During the financial year ended March 31, 2016, the Company was required to spend Rs. 8.22 lacs towards CSR activities. However, owing to financial constraints the Company was unable to spend the amount for the financial year ended March 31, 2016.
During the financial year ended March 31,
2015, the Company was required to spend Rs. 20.11 lacs i.e., being 2% of the average net profits of the company''s immediately preceding three financial years towards CSR activities. In May 2015, the Company has spent Rs. 20.11 lacs towards CSR Activities in the Education sector i.e. on Siddhartha Academy of General and Technical Education (''SAGTE'').
PARTICULARS OF EMPLOYEES
The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure 6 to the Board''s Report.
RISK MANAGEMENT POLICY
The Company has risk management policy in place with an object to ensure that all the Current and Future Material Risks of the Company are identified, assessed/quantified and effective steps are taken to mitigate/ reduce the effects of the risks to ensure proper growth of the business.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed of during financial year ended March 31, 2016:
- No. of complaints received: Nil
- No. of complaints disposed of: Nil
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 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules,
2014 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. |
||
C |
FOREIGN EXCHANGE EARNINGS AND OUTGO: |
||
[Rs. In Lakh] |
|||
PARTICULARS |
CURRENT YEAR |
PREVIOUS YEAR |
|
Foreign Exchange Earnings |
Nil |
Nil |
|
Foreign Exchange Outgo: |
|||
Travel related Expenses |
Nil |
Nil |
|
Other Expenses (Film Production) |
207.88 |
22.62 |
|
Total |
207.88 |
22.62 |
ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the co-operation and assistance received from the bankers, 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 Board of Directors
Sd/- Sd/-
Date: August 17, 2016 PRASAD V. POTLURI R. NAGARAJAN
Place: Chennai Managing Director Director
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)