Home  »  Company  »  PVP Ventures Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of PVP Ventures Ltd.

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

2752.40

5380.61

15714.67

6672.68

Operational, Administration And Other Expenses

982.49

3312.02

11277.73

6456.94

Profit/(Loss) Before Depreciation Interest And Tax

1769.91

2068.59

4436.93

215.74

Depreciation

54.23

60.26

115.55

60.26

Interest and Finance Charges

1960.35

1964.55

5146.44

2181.86

Profit / (Loss) Before Exceptional Items

(244.67)

43.78

(825.05)

(2026.38)

Exceptional Items

(350.89)

49.87

(13.43)

1039.36

Profit / (Loss) Before Tax

106.22

(6.09)

(811.63)

(3065.74)

Tax Expense

-

(166.62)

422.37

(263.32)

Profit/ (Loss) after Tax

106.22

160.53

(1234.00)

(3329.06)

Profit/ (Loss) after Transfer to Minority Interest

-

-

(764.71)

(2540.85)

Note: During the year Picturehouse Media Limited has become the subsidiary of the Company and the same is part of the consolidated financials of the Company, hence the financials for 15-16 & 14-15 are non-comparable.

STATE OF THE COMPANY''S AFFAIRS

During the financial year under review, the Company registered a total revenue of Rs. 2752.40 lakhs on Standalone basis as compared to the previous year''s total revenue of Rs. 5380.61lakhs. Further, total revenue on Consolidated basis is Rs. 15714.67 lakhs as compared to the previous year''s total revenue of Rs 6672.68 lakhs.

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.

TRANSFER TO RESERVES

In view of the aforesaid reason, the Board of Directors did not propose to transfer any amount to reserves for the period under review.

CAPITAL STRUCTURE

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

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.

DEBENTURES:

During the year the Company has not issued any Debentures and total debentures outstanding as on the date of report is 13,289, 14.5% Redeemable fully convertible Debentures (FCDs) of Rs.1,00,000 each.

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.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and erstwhile Listing Agreement and the current Listing Agreement signed with the stock exchanges 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. pvpglobal.com/pdf/RPTPolicy-PVPL.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, no Related Party Transactions or Material Related Party Transaction i.e., transactions, exceeding 10% of the annual consolidated turnover as per the latest audited financial statements, were noticed during the period under review. 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. 24.5 of the Standalone Financial Statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

The Joint Development Agreement (JDA) executed with North Town Estates Private Limited (formed by its consortium partners, M/s. Arihant Foundations and Housing

Development Limited & M/s. Unitech Limited)

i.e. ‘the Developers'' of the Perambur land, Chennai of the Company in the year 2008( last amended in 2011) for development of residential township project on the 70 acres (approx.) land situated in perambur village, Chennai was amended on 04.05.2016, whereby the Developer will release 20 acres undeveloped land to the Company. By virtue of this understanding, the company will have at its disposal 20 acres of land parcel which can be used for development either on its own or in collaboration with third parties or in any other manner as it deems fit.

SUBSIDIARY COMPANIES

The Company along with its subsidiaries is operating in the verticals of Urban Infrastructure, Media and Entertainment and retail customer services. During the year under review PVP Island Private Limited & Blasters Sports Ventures Private Limited ceased to be the subsidiaries of PVP Ventures Ltd. As on March 31, 2016, the Company has 4 wholly-owned subsidiaries viz., PVP Corporate Parks Private Limited, PVP Global Ventures Private Limited, PVP Media Ventures Private Limited, Safetrunk Services Private Limited, besides 2 subsidiaries viz., New Cyberabad City Projects Private Limited, Picturehouse Media Limited and 4 step-down subsidiaries viz., Adobe Realtors Private Limited, which is a wholly-owned subsidiary of PVP Global Ventures Private Limited and PVP Capital Limited, PVP Cinema Private Limited and Picturehouse Media Private Limited, Singapore which are wholly-owned subsidiaries of Picturehouse Media Limited. Further, as on March 31, 2016, the company has no Associate Companies.

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.pvpglobal.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 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 AND KEY MANAGERIAL PERSONNEL

Mrs. P. Sai Padma, Director of the Company retires by rotation and being eligible offers herself for re-appointment.

The Board of Directors at their meeting held on November 30, 2015 re-appointed Mr. Prasad V. Potluri as Chairman & Managing Director of the Company for a period of three years with effect from December 4, 2015 to December 3, 2018 subject to the approval of shareholders of the Company.

Except Mr. Prasad V. Potluri, Chairman & Managing Director, there was no other change in the Composition of Board during the year.

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.

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the criteria which may affect his status as an independent Director, gives a declaration that he meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

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

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

Ms. P. Sai Padma

Member

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 Annual Report at Annexure 2. The Managing Director doesn''t receive any remuneration from any of the Subsidiaries of the Company.

During the year under review, Mr. GSV Ranga resigned as the Company Secretary of the Company w.e.f. March 31, 2016 and subsequently the Board in its meeting held on May 23, 2016 appointed Mr. V. Ravi Kumar Reddy as Company Secretary and Compliance officer of the Company. 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.

NUMBER OF MEETINGS OF THE BOARD

The Board met 6 (Six) times during the financial year on May 29, 2015, August 14, 2015, November 6, 2015, November 30, 2015, February 9, 2016 and March 18, 2016 further 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:

1. In preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed;

2. 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;

3. 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;

4. The Directors have prepared the annual accounts on a going concern basis;

5. The Directors have laid down internal financial controls, which are adequate and are operating effectively; and

6. 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.

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 30th AGM.

The Company has received consent from M/s. Brahmayya & Co., Chartered Accountants, (FRN: 00051 1S) 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 & DIRECTORS'' COMMENTS ON THE QUALIFICATION MADE BY STATUTORY AUDITORS:

The Auditors'' Report for the financial year 2015-16 is a "qualified report'''' for the standalone financial statements and "Un-qualified report" for the Consolidated financial statements.

AUDITORS QUALIFICATION:

Attention is drawn to the (a) Note 12 in notes to the financial statements with regard to the investment in equity shares of subsidiary companies with provision made, (b) Note 13 loans and advances to subsidiary companies. The management is of the view that considering the market value of the assets and expected cash flows from the business of these subsidiary companies the provision already made are adequate. However considering the networth of the subsidiary companies is negative, dependence on the parent to continue as a going concern, absence of cash flows, delay in commencement of projects and other related factors indicate that the existence of material uncertainty in carrying the value of investments and loans and advances at cost less provision already made. Hence we were unable to determine whether any adjustments to these net carrying amounts are necessary and additional provision for diminution, if any, to be made are not quantifiable.

DIRECTORS'' COMMENTS ON THE ABOVE QUALIFICATION:

The Board is of the view that considering the market value of the assets and expected cash flows from the business of the subsidiary companies the provision already made are adequate.

SECRETARIAL AUDITOR

M/s. D. Hanumanta Raju & Co., Company Secretaries were 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 the 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) and the National Stock Exchange of India Limited. The Company confirms that it has paid the Annual Listing Fees due to both the Stock Exchanges for the year 2015-16.

During the year the Company had delisted its GDRs from the London Stock Exchange, since the GDRs were not being frequently traded.

CHAIRMAN AND MANAGING DIRECTOR CERTIFICATION

As required under the SEBI Guidelines, the Chairman and 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.pvpglobal.com

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of the Companies Act,

2013 (Act), the company shall spend 2% of the average net profits of the company''s, immediately preceding the three financial years towards CSR Activities as enlisted in Schedule VII of the Act .

The Company shall have a CSR Committee for formulating and monitoring the CSR Policy of the Company of the Company. The Committee of the Company comprises of Mr. R Nagarajan, Mr. N S Kumar and Mr. Prasad V. Potluri . The CSR Policy of the Company as approved by the Board of Directors of the Company is available on website of the company www.pvpglobal.com. 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. 36.98 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 previous financial year ended March 31, 2015, the Company was required to spend Rs.32.74 lacs i.e., being 2% of the average net profits of the company''s immediately preceding three financial years towards CSR activities. The Company has spent Rs. 32.74 lacs towards CSR Activities in the Education sector i.e. in Siddhartha Academy of General and Technical Education (‘SAGTE'') in May 2015.

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) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-6 to the Board''s Report

A statement containing the names of top ten employees in terms of remuneration as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also mentioned in Annexure-6.

Further, there are no employees, employed throughout the financial year and in receipt of remuneration of Rs. 102 lacs or more, or employed for part of financial year and in receipt of remuneration of Rs. 8.5 lacs or more per month.

RISK MANAGEMENT POLICY

The Company has risk management policy in place which mitigates the risk at appropriate situations and there are no elements of risk, which in the opinion of Board of Directors may jeopardize the existence of the Company.

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 off during financial year ended March 31, 2016:

-No. of complaints received: Nil

-No. of complaints disposed off: Nil

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:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

A

CONSERVATION OF ENGERGY

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

1.

Foreign Exchange Earnings

Nil

Nil

2.

Foreign Exchange Outgo:

(i)

Travel related Expenses

-

0.86

(ii.)

Professional Fees

-

1044.68

(iii.)

London Stock Exchange Fee

-

15.51

(iv.)

Interest

-

1926.91

Total

-

2987.96

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation for the support and co-operation extended by the bankers, financial institutions, joint development partners, 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/-

Place: Chennai Prasad V. Potluri

Date: August 17, 2016


Mar 31, 2014

Dear Shareholders,

The Board of Directors (Board) of PVP Ventures Limited (Company) with immense pleasure, present their 23rd 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 6412.12 4869.62 7658.86 5986.07

Operational, Administration and other expenses 3066.80 1238.16 3101.45 1279.03

Profit/(Loss) before Depreciation, Interest and Tax 3345.32 3631.46 4557.41 4707.04

Depreciation 20.52 14.84 20.52 14.84

Interest and Finance Charges 1939.91 44.01 2027.36 44.01

Profit / (Loss) before 1384.89 3572.61 2509.53 4648.19

Exceptional 42.86 (967.39) 1687.87 170.62

Provision for taxation 539.82 910.88 540.91 910.91

Profit/ (Loss) after 802.21 3629.12 280.75 3566.66

Review of Operations

The financial year 2013-14 was a year of consolidation for your Company. During this year, though there was a moderate increase in the total income, at the bottom line could not witness similar proportion and as a result, the net profit (standalone) has reduced drastically from Rs.36.29 crore during the previous year to Rs.8 crore during the year under review. The decline in the profitability was mainly attributable to writing back off exceptional items, interest payments and increase in general overheads on account of embarking upon diversion plans.

Due to overall slowdown persisting in the real estate industry, the revenues envisaged out of the project development could not witness any remarkable growth and as a result, the cash flows from the Project have come down marginally. However, there appears to be signs of recovery of the overall market in the ensuing quarters, with the result, the realization from our Perambur Project would witness marginal increase during this current financial year.

As informed to the Members in the previous Annual Report, your Board is pleased to share with you that, your Company had bid for India''s first Badminton League and won the Hyderabad Franchise and rechristened the team as "Hyderabad Hotshots". This Team has won the inaugural season of the Indian Badminton League (IBL) Trophy that was held in August, 2013. This being the first season of the IBL, it could not support the bottom-line as expected. However, the Management of your Company is very positive about IBLs contribution in the years to come.

Inspired with the success of IBL, the Company entered into football and bid for the Indian Super League (ISL) being promoted by IMG Reliance and Star India (Organizers), under the aegis of All India Football Federation and was successful in winning a Kochi Football Team, which was christined as ''Kerala Blasters Football Club''. To take this event further, your Company has executed a Participation Agreement with Football Sports Development Private Limited (an SPV formed by IMG Reliance; Star India and All India Football Federation) in April, 2014. The selection of players for Kochi Football Team is under process. First season of the Indian Super League (ISL) may commence in the month of September - October, 2014. Though the first season of the ISL may not contribute much, the Management is of the opinion that from the second season onwards, the contribution from ISL to the bottom-line could be significant.

Apart from the above, the Company is exploring various

plans to embark upon investing into Electronic Media, and other viable business verticles either by way of acquisitions or through mergers, etc and the details of which would be disseminated to the stakeholders at appropriate time.

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 could 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.

ConsoIidated FinanciaI 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

With a view to consolidate its business operations, the assets and liabilities of 5 (five) wholly owned subsidiaries viz., Maven Infraprojects Private Limited, PVP Business Ventures Private Limited, AGS Hotels & Resorts Private Limited, Cuboid Real Estates Private Limited and PVP Business Towers Private Limited were assigned to another wholly owned subsidiary i.e., PVP Global Ventures Private Limited and consequently, the Company has closed down those five wholly owned subsidiary companies under Section 560 of the Companies Act, 1956.

In order to explore its proposed areas of operations, during the year under review, your Company through it''s subsidiary i.e., PVP Global Ventures Private Limited had invested in the equity of Adobe Realtors Private Limited and also incorporated a wholly owned subsidiary company by name i.e., PVP Media Ventures Private Limited. As a result, PVP Media Ventures Private Limited has become Wholly owned subsidiary of your Company and Adobe Realtors Private Limited has become step- down subsidiary of your Comapny.

During the year under review, your Company has sold its investment (12,500 equity shares) in the equity capital of PVP Star Hotels Private Limited at a consideration of Rs.550 lakhs, thereby earned a profit of Rs.349 lakhs.

As on March 31, 2014, your Company is having three Wholly Owned Subsidiaries, viz, PVP Global Ventures Private Limited; PVP Corporate Parks; and PVP Media

Ventures Private Limited, one Subsidiary Company, viz, New Cyberabad City Projects Private Limited and one step-down subsidiary viz., Adobe Realtors Private Limited.

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 as approved by their respective 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 Affairs 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 Office of your Company.

Consequent to PVP Global Ventures Private Limited''s becoming a Material Non Listed Indian Subsidiary of the Company during the year under review, the Company had appointed its Independent Director, Mr. N S Kumar, with effect from August 24, 2013 on the Board of PVP Global Ventures Private Limited, 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 office up to the conclusion of this Annual General Meeting (AGM). The Company has received letters from M/s. CNGSN & Associates, Chartered Accountants, 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 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. During the year under report, Mr. S. Niranjan Reddy has resigned as Director and therefore ceased to be director with effect from April 11, 2014.

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 office 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 effective from September 26, 2014 to September 25, 2019.

Appropriate resolutions for the appointment of 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/reappointment as Directors of your Company.

Stock Exchange Listing

Presently, the Equity Shares of the Company are listed on The BSE Limited (BSE) and the National Stock Exchange of India Limited and the GDRs are listed on London Stock Exchange. The Company confirms that it has paid the Annual Listing Fees due to the Stock Exchanges 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 affairs 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 sufficient 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 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 OfficerCertification

As required under the SEBI Guidelines, the Chairman & 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

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Company has appointed Mr. S. Kannan, Head - Finance & Accounts as the Chief Financial Officer of the Company with effect 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.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: (Rs. in Lakhs)

Particulars Current year Previous year

Foreign exchange earnings NIL NIL

Foreign exchange outgo:

- Travel related Expenses 1.16 NiL

- Professional Fees 66.06 NiL

- London Stock Exchange Fee 11.71 10.69

- Interest 1926.91 NiL

Total 2005.84 10.69

Acknowledgements

Your Directors wish to express their appreciation for the support and co-operation extended by bankers, joint development partners, financial institutions, shareholders, government agencies and 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/- Date: August 8, 2014 Prasad V. Potluri Place: Chennai Chairman & Managing Director


Mar 31, 2013

The directors have pleasure in presenting the 22nd 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 lac) 2012-13 2011-12

total income 6566.25 340.05

operational, administration and other expenses 1279.47 411.25

profit/(loss) before depreciation, interest and tax 5286.78 (71.20)

exceptional items 750.36 (166.13)

profit/(loss) after exceptional items 4536.42 94.93

depreciation 14.84 13.61

interest and finance charges 44.01 7.91

profit/(loss) before income tax & minority interest 4477.57 73.41

provision for taxation 910.91 14.46

provision for minority interest (1.86) (0.47)

profit/(loss) after tax and minority interest 3568.52 59.42

reView of oPerAtions

the financial year 2012-13 was a landmark year in the history of the company. during this year, the consolidated revenues of the company rose to Rs.65.66 crore from Rs.3.40 crore during the previous year. the consolidated pat increased from Rs.59.42 lakhs during the previous year to Rs.35.68 crore for the year under report, registering a tremendous growth. as the members are aware, the perambur project has launched its first few phases in the previous year and the same has been received well by the market. the revenue flow from the phases which were already launched had continued in the year under review and the management is expecting that the project may launch other new phases in the current year, in which case the cash flows for the company during the current year may further improve.

as a strategy to mitigate/lower the risk of depending on a single project for all its revenues, and also by taking advantage of the inflows occurred during the year under report and also by keeping in view the expected inflows, the management is exploring various options like entering into power sector, vertical and/or horizontal expansion & diversification, venturing into sports related business activities, etc.

diVidend

in order to preserve the resources for expansion and diversification programs, which will, in the long run, lead to wealth maximisation in the hands of the shareholders, 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.

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, the company has eight subsidiaries, viz, (1) m/s. new cyberabad city projects private limited; (2) m/s. pvp global ventures private limited, which was earlier known as m/s. pvp energy private limited; (3) m/s. maven infraprojects private limited; (4) m/s. pvp business ventures private limited; (5) m/s. pvp corporate parks private limited; (6) m/s. ags hotels and resorts private limited; (7) m/s. cuboid real estates private limited, and (8) m/s. pvp business towers private limited.

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 along 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 audited 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.

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 re-appointment within the meaning of section 226 of the said act.

The board of directors'' recommends reappointment of m/s. cngsn & associates as the statutory auditors of the company for the year 2013-14, at such remuneration as may be decided by the board of directors. necessary resolution for their re- appointment is incorporated in the notice of the agm.

Auditors'' quALificAtion & mAnAgement''s rePLy

Auditors'' qualification: Attention is drawn to the (a) Note 12 in notes to the financial statements with regard to the investment in equity shares of subsidiary companies at cost Rs.54718.10 lakhs with provision for diminution in carrying value provided for Rs.30358.10 lakhs, (b) investment in Redeemable Nonconvertible Debentures of subsidiary company of Rs.24832.00 lakhs, and (c) Note 13 in notes to the financial statements with regard to the Unsecured Loans to subsidiary companies of Rs.43660.75 lakhs with provision for doubtful advances made for Rs.5160.16 lakhs. Considering the networth of the subsidiary companies are negative, dependence on the parent to continue as a going concern and other related factors indicate that the existence of material uncertainty in carrying the value of investments and loans and advances at cost less provision already made. Hence, the Auditors were unable to determine whether any adjustments to these amounts were necessary.

Management Reply: The Management is of the opinion that considering the market value of the assets and expected cash flows from the business of these subsidiary companies, the provisions already made are adequate. Hence, no additional provision is made during the current year. However, regular review on quarterly basis of the provisions and cash flows from these companies will be made and presented to the Board, for consideration of any additional provisions/write off as it may warrant based on which, the Management would take decision of additional provision /write off with the recommendation of Audit Committee .

directors

as on the date of this report, the board of directors'' comprises of mr. prasad v. potluri, mr. r. nagarajan, mr. n.s. kumar and mr. s. niranjan reddy.

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 and necessary resolution for his re-appointment is incorporated in the notice of the agm.

pursuant to the provisions of section 260 of the companies act, 1956, mr. s. niranjan reddy was appointed as an additional director on march 18, 2013 and he holds office up to the date of this annual general meeting. the company has received a notice in writing from a member proposing his candidature for the office of director, liable to retire by rotation. notice of the annual general meeting contains a resolution seeking members'' approval for his appointment as director.

the board at its meeting held on may 27, 2013 have accorded their approval for variation of terms of appointment of mr. prasad v. potluri as chairman and managing director of the company and this is subject to the approval of the members in this annual general meeting and the notice of the annual general meeting contains a resolution seeking members'' approval for this variation of terms of appointment. for

full details, members are requested to refer the notice & explanatory statement, forming part of this annual report.

stock exchAnge Listing

presently, the equity shares of the company are listed on the bombay stock exchange limited (bse) and national stock exchange of india limited (nse) and the gdrs are listed on london stock exchange. the company confirms that it has paid annual listing fees due to the stock exchanges 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.

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, since none of the employees is covered under such limits.

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 wish to express their appreciation for the support and co-operation extended by bankers, joint development partners, financial institutions, shareholders, government agencies and 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/-

Place: Hyderabad Prasad V. Potluri

Date: August 09, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 21st Annual Report on the business and operations of the Company together with audited annual accounts for the financial year ended March 31, 2012.



Consolidated Financial Statements

(Rs in Lac)

Particulars 2011-12 2010-11

Total Income 340.05 176.53

Operational, Administration and other expenses 411.25 286.95

Profit/(Loss) before Depreciation, Interest and Tax (71.20) (110.42)

Exceptional Items 166.13 (10063.07)

Depreciation (13.61) (23.95)

Interest and Finance Charges (7.91) (635.56)

(Loss) before Extra ordinary items and income tax 73.41 (10833.01)

(Loss) before tax and Minority Interest 73.41 (10833.01)

Provision for taxation (14.46) (204.17)

Provision for minority interest 0.47 0.00

(Loss) after tax and minority interest 59.42 (11037.18)

Review and result of Operations

Financial year 2011-12 was a challenging year for the global markets and industries. The global economy, barely a year after recession, witnessed lower economic growth, resulting primarily from the Euro Zone debt crisis and high oil prices, which fuelled the inflation in India. The European economies stagnated and the US witnessed a downgrade in its credit rating, and India was forced to tighten liquidity and raise interest rates to tame rising inflation.

However, the Company, despite of all these challenges is able to hold its fort. Perambur project of the Company has started and has been received well by the market. During the year, the first few phases of Perambur Project were launched and received good response from the market. The Company, till the year ending 31st March 2012, received Rs 74.23 Cr (PY: Rs 5 Cr) as its share of collections from the Project, however, pending transfer of significant risks and rewards over the undivided share of land, which coincides with registering the sale deed, this amount is shown as advance for sale received from customers. The Company also received Rs 2.27 Cr from the Developer as interest on delayed payments, which is shown as other income for the year. The further details of the cash flows from the Project and related development are given in Note 22.1 of the Notes to Accounts.

In June 2012, the Company disposed off its Pattipulam property and settled the dues of L&T Infrastructure Finance Company Limited and has now become a debt free company.

Future Plans

The Company expects substantial cash flow from its Perambur project and intends to develop a vertical focusing on acquisitions and financing arising out of special situations in Indian and global markets by utilizing its internal accrual and by raising debt funding.

Dividend

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

Directors

As on the date of this Report, the Board of Directors of the Company comprises of three (3) directors, 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 in the ensuing AGM and being eligible, offers himself for reappointment. Brief profile etc. of Mr. N. S. Kumar, as required under Clause 49 of the Listing Agreements, is provided in the notes attached to the Notice calling the AGM.

Subsidiaries

As on March 31, 2012 and on the date of this Report, the Company has the following eight (8) subsidiaries:

New Cyberabad City Projects Private Limited

PVP Energy Private Limited

Maven Infraprojects Private Limited

PVP Business Ventures Private Limited

PVP Corporate Parks Private Limited

AGS Hotels and Resorts Private Limited

Cuboid Real Estates Private Limited

PVP Business Towers Private Limited

Pursuant to the General Circular No. 2 of 2011 dated February 08, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors have consented for not attaching the balance sheet etc. for the year ended March 31, 2012, of the above subsidiary companies with the balance sheet of the Company for the year ended March 31, 2012. Further, as required by the above circular, the financial data of these subsidiary companies has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of this Annual Report as Annexure-I.

However, 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 by any investor at the Registered Office of the Company and that of the respective subsidiary companies.

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-ll 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, 2012 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, joint development partners, financial institutions, shareholders, government agencies and 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

(Chairman and Managing Director)

Hyderabad August 10, 2012


Mar 31, 2011

The Shareholders,

The Directors have pleasure in presenting the Twentieth Annual Report on the business and operations of the Company together with audited annual accounts for the financial year ended March 31, 2011.

Consolidated Financial Statements

(Rs. in Thousands)

Particulars 2010-2011 2009-2010

Total Income 56,599 42,004

Operational, Administration and other expenses 28,695 4,876,548

Profit/(Loss) before Depreciation, Interest and Tax 27,904 (48,34,544)

Depreciation 2,395 10,466

Interest and Finance Charges 63,556 134,694

(Loss) before Extra ordinary items and income tax (38,048) (4,979,704)

(Loss) before tax and Minority Interest (1,083,301) (4,982,412)

Provision for taxation (20,417) (10,680)

Provision for minority interest 0.00 0.00

(Loss) after tax and minority interest (1,103,718) (4,971,732)

Review of Operations

The Perambur project of the Company was launched in June 2011 and received very good response from the public. The further details of the project and related development are explained in Note B-3 of the Notes to Accounts. The Company expects to receive substantial cash flows from this Project over the next 5-7 years.

Dividend

In view of the losses of the Company, the Board has not recommended any dividend for the financial year 2010-11.

Debentures held by Platex Limited

During the year, Platex Limited converted 27,355 Fully Convertible Debentures of Rs. 1,00,000/- each, in terms of the Debenture Subscription Agreement(s) read with the Scheme of Amalgamation sanctioned by the Hon'ble High Court of Madras vide its order dated April 25, 2008. Accordingly, the Company allotted 1,34,09,314 fully paid up equity shares of Rs. 10/- each to Platex Limited at a conversion price of Rs. 204/- per share.

Further, Platex Limited has extended the timelines of redemption/conversion of the balance 13289 Fully Convertible Debentures of Rs. 1,00,000/- each by March 31, 2012.

Directors

As on the date of this Report, the Board of Directors of the Company comprises of three (3) directors, Mr. Prasad V. Potluri, Mr. R. Nagarajan and Mr. N. S. Kumar.

As per the Articles of Association, Mr. R. Nagarajan, retires by rotation in the ensuing AGM and being eligible, offers himself for reappointment.

Brief profile etc. 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.

Subsidiaries

As on March 31, 2011 and on the date of this Report, the Company has the following eight (8) subsidiaries:

New Cyberabad City Projects Private Limited (NCCPPL) PVP Energy Private Limited (PEL) Maven Infraprojects Private Limited (MIL) PVP Business Ventures Private Limited (PBV) PVP Corporate Parks Private Limited (PCPL) AGS Hotels and Resorts Private Limited (AGR) Cuboid Real Estates Private Limited (CRE) PVP Business Towers Private Limited (PBT)

During the year, Picturehouse Media Limited (formerly known as Telephoto Entertainments Limited) and PVP Cinema Private Limited (formerly known as PVP Screens Private Limited) have ceased to be subsidiaries of the Company.

Pursuant to the General Circular No. 2 of 2011 dated February 08, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors have consented for not attaching the balance sheet etc. for the year ended March 31, 2011, of the above subsidiary companies with the balance sheet of the Company for the year ended March 31, 2011. Further, as required by the above circular, the financial data of these subsidiary companies has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of this Annual Report as Annexure-I.

However, 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 by any investor at the Registered Office of the Company and that of the respective subsidiary companies.

PBV, CRE and PBT had made investments in the equity shares of Jagati Publications Private Limited ("Jagati"), a company engaged in electronic and print media business. During August 2011, the Hon'ble High Court of Andhra Pradesh at Hyderabad had ordered investigation by CBI into the investments made by all the investors of Jagati. Accordingly, CBI conducted search at the offices of PBV, CRE and PBT and the Company and asked to submit certain information. The Company had supplied the information and co- operating with the agency.

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 r. Prasad V. Potluri

Mrs. Jhansi Sureddi

M/s. Platex Limited

M/s. Maven BPO Services Private Limited

M/s. Whitecity Infrastructure (India) Private Limited

M/s. Godavari Infracon Private 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 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, 2011 read with the Notes on Accounts are self-explanatory and therefore do not call for any further comments.

Auditors

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(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. 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.

Public Deposits

The Company has not accepted/renewed any fixed deposits during the year under review. However, in accordance with the provisions of section 205C (2) of the Companies Act, 1956 and the Rules made thereunder, the Company on 21.04.2011 deposited the unclaimed and unpaid deposit of Rs. 2,43,449/- with the Investor Education and Protection Fund set up by the Central Government.

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 (1)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are annexed as Annexure-II of this Report.

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, 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

The Board acknowledges with gratitude the co- operation and assistance provided to your Company by its Bankers, Investors, Financial Institutions, Government and Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the year under review. Your Directors thank the vendors and other business associates for their continued support. Your directors are thankful to the shareholders for their continued patronage.

For and on behalf of the Board of Directors

Prasad V. Potluri

(Chairman and Managing Director)

Chennai

August 25, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Nineteenth Annual Report on the business and operations of the Company together with audited annual accounts forthe financial year ended March 31, 2010.

Consolidated Financial Results

(Rs. in Lakhs)

Particulars 2009-10 2008-09

Total Income 420.04 2167.77

Operational, Administration and other 48,765.49 3627.48

expenses

Profir/(Loss)before Depreciation,-Interest (48,345.45) (1459.71)

and Tax

Depreciation 104.66 353.19

Interest and Finance Charges 1,346.94 2559.6

(Loss) before Extra ordinary items, Minority (49,797.05) (4372.51)

interest and income tax

(Loss) before tax and Minority Interest (49,824.12 (4372.51)

Provsion for taxation (106.8) 74.14

Provision for minority interest - (161.34)

(Loss)oftertax and Minority Interest | (49,717.32) (4285.31)



Review of Operations

The Company is yet to recover from the unprecedented global meltdown in real estate market and macroeconomic environment of the last financial year. However, as per the independent valuation, the estimated value of its Perambur land is around Rs. 700 Crores. Further, during the last year, PVP Corporate Parks Private Limited ("PVPCP"), a wholly owned subsidiary of the Company sold Vadapalani property at Chennai to M/s. SRM University for a sale consideration of Rs. 140.04 Crores. The sale proceeds thereof was utilised to pay off the debts of the secured creditors (Banks) and otherfinancial commitments of PVP Group. Further, during the year, PVPCP sold few floors of KRM Centre, Chennai to repay the debts of a secured creditor. However, the Company is considerably deleveraged with minimal debt and high quality asset base.

Perambur Project

The Perambur project of the Company is expected to receive all the necessary approvals very soon and may be launched within the current fiscal year.

Investments in Malaxmi Energy Ventures

The Company, through its subsidiary and associate, had invested in excess of Rs. 15 Crores in Malaxmi Energy Ventures (India) Private Limited ("MEV") with the main understanding/agreement that its stake in Navabharat Power Private Limited ("NPPL") would be vested with the Company, either by way of merger or acquisition. Your Directors inform the members that the Company made these investments to fund the project related expenses and working capital requirements of MEV and NPPL, at the time when the global and Indian economy were under financial distress. However, the promoters of MEV, inspite of PVP Group having pledge over 100% of shareholding of MEV, had fraudulently sold their stake in NPPL to a third party. The Company has approached the Court(s) seeking appropriate legal remedy(ies) against MEV, its promoters and NPPL.

Dividend

In view of the losses of the Company, no dividend has been recommended by the Board for the financial year 2009-10.

Conversion of FCDs held in PVP Energy Private Limited

During the year, the Company converted 54,104 Fully Convertible Debentures of Rs. 1,00,000each held in its 100% subsidiary company, PVP Energy Private Limited (formerly known as PVP Malaxmi Energy Ventures Private Limited) into 45,92,869 fully paid up equity shares of Rs. 10 each at a premium of Rs. 1168/- per share.

Directors

As on the date of this Report, the Board of Directors of the Company comprises of three (3) directors, Mr. Prasad V Potluri, Mr. R. Nagarajan and Mr. N. S. Kumar.

During the year, Mr. Tarun Gandhi and Mr. Sachendra Tummala resigned w.e.f. June 30, 2009 and Mr. Y Harish Chandra Prasad resigned w.e.f. November 24,2009.

As per the Articles of Association, Mr. N.S. Kumar, retires by rotation in the ensuing AGM and being eligible, offers himself for reappointment. Further, the Board of Directors at its meeting held on August 16,201 Ohad re-appointed Mr. Prasad V Potluri as Chairman and Managing Director for a period of five years from 04.12.2010 till 03.12.2015, subject to the approval of the members in the Annual General Meeting.

Brief profiles etc. of Mr. N.S. Kumar and Mr. Prasad V Potluri, as stipulated under Clause 49 of the Listing Agreements, are provided in the notes attached to the Notice calling the AGM. The broad particulars of the terms and conditions of appointment of Mr. Prasad V Potluri as Chairman and Managing Director are also contained in the explanatory statement calling the AGM. Further, necessary resolution for his appointment is incorporated in the Notice calling the AGM.



Subsidiaries

As on March 31, 2010 and on the date of this report the

Company has the following Ten (10) subsidiaries:

Telephoto Entertainments Limited New Cyberabad City Projects Private Limted

PVP Corporate Parks Private Limited Maven Infraprojects Private Limited

AGS Hotels ond Resorts Private Limited PVP Business Ventures Private Limited

PVP Energy Private Limited Cuboid Real Estates Private Limted

PVP Business Towers Private Limited PVP Screens Private Limited*

* Direct subsidiary of Telephoto Entertainments limited

The Ministry of Corporate Affairs, Government of India, vide order No. 47/542/2010-CL-III dated June 10, 2010 has granted approval that the requirements to attach various documents in respect of the subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956, shall not apply to the Company. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached to the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said order, is annexed as Annexure-I to this Report. 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 by any investor at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

Operations of the Subsidiaries

During the year, PVP Corporate Parks Private Limited sold its Vadapalani property at Chennai to M/s. SRM University for a sale consideration of Rs. 140.04 Crores and also sold few floors of its property KRM Center, Chetpet at Chennai. PVP Group utilised the sale proceeds to pay off secured lenders and honourotherfinancial commitments.

PVP Energy Private Limited ("PEL") has been exploring various options to diversify into power and energy space and is currently in discussions with various parties to acquire greenfield and/or operating power projects. Further, during the year, PEL sold the certain treasury stocks of the Company to raise funds for working capital and power generation initiatives.

New Cyberabad City Projects Private Limited owns substantially large real estate asset at Shamshabad, near International Airport at Hyderabad. However, in view of the down-turn in the real estate sector and the continuing political imbroglio in Hyderabad, a significant delay is expected for this Project.

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 .Maun 8PO Services Private Limted

Mr. PrasodV. Potluri M/s.Whitecity Infrastructure (India) Private Limited

Mrs .hansi Sureddi M/s. Godavari Infracon Private Limted

M/s- Woltair 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 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 Indias 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, 2009 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 Perambur Project of the Company expected to receive all the necessary approvals very soon and may be launched within the current fiscal year. The Company expects that once the Perambur project is launched, 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 5(vi) of the Auditors Report

The Directors, based on the independent valuations of the assets held by these companies, believe that the investments made and advances given are sufficiently covered and fully recoverable. Accordingly, the Directors feels that no further provision for these investments and advances, other than that made in the books, are required.

(iii) Boards comments on the Para (iii)(a) of Annexures to the Auditors Report

These unsecured loans were given to wholly owned subsidiaries of the Company and are repayable on demand for the value shown in the books.

Consolidated Financials

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

The necessary adjustments have been made to reflect the correct position of Goodwill on consolidation.

(ii) Boards comments on the Para 5(a) of the Auditors Report

The Company credits the capital profits to its Reserves and Surplus instead to Profit & Loss Account.

(iii) Boards comments on the Para 5(b) of the Auditors Report

The Directors, based on the independent valuations of the assets held by these companies, believe that the investments made and advances given are sufficiently covered and fully recoverable. Accordingly, the Directors feel that no further provision for these investments and advances, other than that made in the books, are required

(iv) Boards comments on the Para 5(c) of the Auditors Report

In accordance with the provisions of section 309 (5A) of the Act, such amount is refundable to the subsidiary company and hence it is accordingly shown as receivable in the books. Until such amount is refunded, it will be held in trust for the subsidiary company.

Auditors

During the year M/s. Pricewaterhouse, Chartered Accountants had resigned as Statutory Auditors of the Company w.e.f. November 30, 2009 and M/s. PKF Sridhar & Santhanam, Chartered Accountants, Chennai were appointed as Statutory Auditors of the Company pursuant to the approval of shareholders w.e.f. March 19,2010.

Further, 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 reappointment 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.

Public Deposits

The Company has not accepted/renewed any fixed deposits during the year under review. However, in accordance with the provisions of section 205C (2) of the Companies Act, 1956 and the Rules made thereunder, the Company on December 15, 2009, deposited the unclaimed and unpaid deposit of Rs. 4,43,1 62/-with the Investor Education and Protection Fund set up by the Central Government.

Particulars of employees

In terms of the provisions of Section 217{2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees forms part of the Directors Report.

However, in terms of provisions of Section 219(1 )(b)(iv) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

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 21 7 (l)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are annexed asAnnexure-ll of this Report.

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, 1 956, 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

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by its Bankers, Investors, Financial Institutions, Government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the year under review. Your Directors thank the vendors and other business associates for their continued support. Your directors are thankful to the shareholders for their continued patronage.

For and on behalf of the Board of Directors

Prasad V. Potluri

(Chairman and Managing Director)

August 16, 2010

Hyderabad

Find IFSC