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Notes to Accounts of PVP Ventures Ltd.

Mar 31, 2018

25. NOTES TO ACCOUNTS

25.1 Joint Development Agreement

The Company, being the Landowner has signed an Joint Development Agreement (JDA) on 6th April 2011 with the Developer, North Town Estates Pvt. Ltd for development of land of approximately 70 Acres (1259.90 grounds). The company received Security deposit of Rs. 10,000 lakhs in the year 2011 for the same.

Since there were delays in execution of the "North Town" project, the Company negotiated and modified the terms and conditions of the JDA vide Amendment dated 04th May

2016 whereby the Developer released 20 acres (343.69 Grounds) undeveloped land back to the Landowner. It was agreed by the company that the proportionate Security Deposit of Rs. 3,161.13 lakhs to be paid to the developer.

Further, the company had authorize the developer to mortgage or offer as security, a share of the undivided share of land to the extent of Revenue Share of the Developer for the phases Chaitanya and Ekanta which are being developed, without causing any prejudice to the revenue share of Land Owner.

The company entered into a Development Management Agreement (DMA) with M/s. Arihant Foundations and Housing Limited on 27th April, 2017, to develop residential lay out with infrastructure and amenities for released 20 acres land.

25.2 Terms of Loans and repayment of borrowings

a) Non-Convertible Debentures - Rs. 3,860.00 Lakhs

The Company authorised to issue 1950 listed, rated, secured, redeemable non-Convertible Debentures (the NCDs) of Rs. 10 Lakhs each for an aggregate amount of Rs. 19,500 lakhs which consists of tranche A 386 Debentures aggregating to Rs. 3,860.00 lakhs and Tranche B 1,564 Debentures aggregating to Rs. 15,640.00 lakhs as per the debenture trust deed dated 16th June, 2017.

The debentures and the debenture payments are secured by:

1. English mortgage of all the rights on piece and parcel of the land at Door No. 8 and Door No. 8D located in Stephenson Road, Perambur, Chennai measuring 9.154 acres.

2. First Charge exclusive basis all rights titles interest and benefit of the company in respect of the JDA, JDA Escrow Agreement, JDA Escrow Account and JDA Receivables excluding the outstanding the security deposit.

3. A first ranking exclusive security interest over debentures held by the company amounting to Rs. 3,316.52 lakhs in Blaster Sports Ventures Private Limited.

4. Non-disposal undertaking of 100% shares of PVP Ventures Limited held by promoter group.

5. Personal Guarantee of Promoter (Mr. Prasad V Potluri). Interest payable is 18%. The first payment is due on first anniversary and their on quarterly payable. Debentures that are redeemed shall not be reissued.

If there is any delay in payment of interest/principal amount for a period of more than three months from the due date or default in payment of interest/ principal, rate of interest will be 5% p.a.

The debentures shall be redeemed at par value on the redemption date which payment will result in the principal amount of each debenture being reduced to zero.

b) Fully Convertible Debentures - Rs. 13,289.00 lakhs

The Company has allotted 13,289 convertible or redeemable debentures of Rs. 1,00,000 each convertible into preference and/or equity shares as per scheme of amalgamation sanction by Honourable the High Court of Madras between the Company and PVP Ventures Private Limited dated 25th April 2008.

The Debentures are convertible into redeemable preference shares and/or equity shares of on or before 22nd January 2011. Each Debenture shall be converted into newly issued equity or redeemable preference shares in the share capital of the Company. As per scheme of amalgamation sanction by Honourable the High Court of Madras the debentures holder are entitled to 65,14,215 fully paid up equity shares.

The Debentures holder has extended the conversion/ redemption option up to the period expiring on 31st March 2029 by letter dated 4th December 2017.

The Debentures will bear interest at the rate of 14.5% per annum. Interest on the Debentures is payable semi-annually in arrears on 15th June and 15th December in each year. Interest shall accrue on the overdue sum at the rate of [2.00] % per annum over and above the Interest Rate (the Default Interest Rate) from the due date.

One of the Debentures holder holding 3289 debentures has waived the interest from 1st April 2017 to 30th April

3) The company mortgaged perambur land as a security to loans availed by third parties with current outstanding of Rs. 2,866.02 Lakhs. The parties have not repaid the loan amounts on due dates and the lenders continue to hold the charge on the assets of the company. The management is pursuing the matter with third party borrowers and is confident that the borrowers will meet their loan obligations and accordingly the value of assets mortgaged by the company does not require any adjustment to carrying value.

25.5 Contingent Liabilities

Based on the Issues and circumstances in consideration for the below cases and based on the expert advice the Company is confident of success, hence provision for the disputed amount were not provided in the books

a. Assessment Year 2008-09: The Assessing officer passed an order after disallowing the investment received from the Holding Company as unexplained investment and the sale of land and others as unexplained receipts. The appeal filed by the company before CIT(A), Chennai was allowed in favour of the company with respect to the Investments received from the Holding Company. On the order of CIT(A),Chennai, the department has filed an appeal before Income Tax Appellate Tribunal and for the balance disallowance the company has filed a separate appeal before Income Tax Appellate Tribunal, Chennai. Hon''ble Income Tax Appellate Tribunal, Chennai has set aside the order of Assessing officer to redo the assessment with regards to appeal filed by the department. Aggrieved by the order passed by Income Tax Appellate Tribunal, Chennai, company has filed an appeal before Honorable High Court of Madras and it has admitted the case and stayed the proceeding of the order of Income Tax Appellate Tribunal and the appeal filed by the company has dismissed by Income Tax Appellate Tribunal.

Further upon the dismissal made by ITAT, Chennai, the AO has initiated penalty proceedings and issued demand notice amounting to Rs. 1276.58 lakhs, which is disputed before CIT(A), Chennai. No action against the company can be initiated by the department, since the quantum for the issues is already admitted by the Hon''ble High Court of Madras.

b. Assessment Year 2009-10: The re-assessment proceeding u/s 148 of Income tax Act 1961 was initiated on the grounds of disallowance of Interest expenditure and Depreciation on Plant and Machinery. Consequently, the order was passed with a demand of Rs. 13.24 lakhs. Aggrieved by the order the company has disputed the demand with Income Tax Appellate Tribunal, Chennai. Further the company has filed the rectification petition u/s 154 with the Assessing officer, consequent upon which, the aforesaid demand shall become Nil.

c. Assessment Year 2013-14: The Assessing Officer has passed order disallowing the notional amount on Investments under section 14A of the Income tax Act, 2018 subject to redemption of debentures before 30th April 2018. The company had redeemed the debentures on 27th April 2018. The amount of Interest waived from 1st April 2017 to March 2018 is Rs. 476.90 lakhs and the company has received extension letter from the debenture holder for repayment of interest till 30th September, 2018 on the balance debentures amounting to Rs. 10,000.00 lakhs.

As per subscription agreement the company shall not transferred or encumbered the entire shareholding in its Subsidiaries i.e Cyberabad City Projects Private Limited (Now known as New Cyberabad City Projects Private Limited) and PVP Enterprises Limited (Now known as PVP Global Ventures Private Limited).

Irrevocably and unconditionally guarantee is given by Mr. Prasad V. Potluri (Promoter) to the debenture holder in connection with the Debentures till the Shares allotted upon conversion have been irrevocably and unconditionally repaid or discharged in full.

c) From Banks - Vehicle Loans

Vehicle Loans are secured by way of Hypothecation of respective vehicles and the interest varies from 8% to 10.91% p.a and repayable in 1 to 5 years in monthly installments.

d) Loan from subsidiary company

The company has availed an interest free unsecured loan from subsidiary company which is repayable on demand.

25.3 The value of investments in subsidiaries and loans and advances to these companies net of provisions made are currently standing at Rs. 24,528.90 Lakhs (previous year Rs. 24,528.90 lakhs) and Rs. 31,499.83 Lakhs (previous year Rs. 31,476.25 lakhs) respectively. Considering the intrinsic value of the assets held by these companies and potential cash flows that may accrue on account of their business operations the management is of view that the carrying value of net investments and loans and advances does not warrant any adjustment in the long run.

25.4 Other Commitments

1) Company has given a corporate guarantee and mortgage of perambur land for Rs. 10,000.00 lakhs for its group company i.e PVP Capital Limited (PVPCL) as security for availing working capital limits from the Bank. The outstanding loan with bank by PVPCL as on 31st March 2018 is Rs. 11,911.15 lakhs (Rs. 10,120.06 lakhs as on 31st March 2017).

2) Company has given a corporate guarantee and pledged 10,00,000 equity shares of Rs. 10/- each held in Picturehouse Media Limited and with approval of developer, the company has mortgage 20 flats of Ekanta Tower-1 of North Town Project, Chennai, for availing term loan from the Bank by its subsidiary company i.e Safe trunk Services Private Limited (SSPL). The outstanding loan with bank by SSPL as on 31st March 2018 is Rs. 418.09 (31st March 2017 is Rs. 430.52 lakhs). 1961 resulting in a demand of Rs. 493.43 lakhs for the AY 2013-14. Aggrieved by the order the company has disputed the demand with CIT - Appeals, Chennai. Further the company has filed the rectification petition u/s. 154 with the Assessing officer, consequent upon which, the aforesaid demand shall become Nil.

Based on the issues and circumstances in consideration for the above cases and based on the expert advice the company is confident of success, hence no provision for the disputed amounts was provided in the books.

d. Company has received an order during the previous year from SEBI imposing a penalty of Rs. 15.00 lakhs for the PVP Ventures Ltd and further penalty of Rs. 15.00 lakhs for Prasad V Potluri as Chairman & Managing Director of the company towards alleged violation of Prohibition of Insider Trading (PIT) Regulations during 2009. The company has challenged the orders before the Securities Appellate Tribunal (SAT).

25.6 Lease Rentals

The Company has entered into operating lease agreements for office premises and an amount of Rs. 68.07 lakhs (2017: Rs. 68.97 lakhs) paid under such agreement have been charged to statement of Profit and Loss.

25.7 Micro, Small and Medium Enterprises (MSME)

The Company has not received any intimation from suppliers, regarding their status, under Micro, Small and Medium Enterprises Development Act, 2006 and hence the required disclosures such as amounts unpaid as at the yearend together with interest paid/ payable as required under the said Act have not been given.

"During the year,
the company received favorable order from Hon''ble High Court, Chennai,. Accordingly, carry forward losses has been increased.

Considering the principles of prudence, the above deferred tax asset has not been recognized as at 31.03.2018.

A quantitative sensitivity analysis for significant assumption as at 31 March 2018 is as shown below:

Sensitivity Analysis

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The result of sensitivity analysis is given below:

Compensated Absences

The employees of the Company are entitled to compensate absence. The employees can carry forward a portion of the unutilized accrued compensated absence and utilize it in future periods or receive cash compensation at retirement or termination of employment for the unutilized accrued compensated absence. The company records an obligation for compensated absences in the period in which the employee renders the services that increase this entitlement. The Company measures the expected cost of compensated absence as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the balance sheet date based on the Actuarial certificate.

Defined Contribution Plan

Eligible employees receive benefits under the provident fund which is a defined contribution plan. These contributions are made to the funds administered and managed by the Government of India. The company recognized Rs. 1.24 lakhs (previous year 3.11 lakhs) for provident fund contribution in the statement of profit or loss account.

25.14 Financial Instruments

The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognized, in respect of each class of financial asset and financial liability are disclosed.

Investment in Equity Instruments are carried at cost and hence not considered.

Management considers that the all financial instruments are carried at amortized cost and the carrying value of the company''s financial assets & liabilities is considered approximate to their fair value at each reporting date.

25.15 Financial risk management objectives and policies

The Company''s principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance and support the Company''s operations. The Company''s principal financial assets comprise investments, cash and bank balance, trade and other receivables.

The Company is exposed to various financial risks such as market risk, credit risk and liquidity risk. The company''s focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.

i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. The financial instruments affected by market risk includes investment, has been discussed below.

a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with fixed interest rates.

Long term borrowings of the company bear fixed interest rate, thus interest rate risk is limited for the company.

b) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The company does not undertake transactions denominated in foreign currencies, consequently company activities does not expose to exchange rate fluctuations arise.

c) Equity price risk

The company''s listed and non-listed equity securities are not susceptible to market price risk arising from uncertainties about future values of the investment securities. Hence the company does not bear significant exposure to Equity price risk in investment in subsidiaries.

ii) Credit risk

Credit risk is the risk that counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The company is exposed to credit risk from its operating activities (primarily for trade receivables, loans and other financial assets).

Trade Receivables

The company''s credit risk with regard to trade receivables has a high degree of risk diversification, due to large number of projects of varying sizes and types with numerous different customer categories.

Customer credit risk is managed by requiring customers to pay advances through progress billings done by developer before transfer of ownership, therefore substantially eliminating the company''s credit risk in respect.

Based on prior experience and an assessment of the current economic environment, management believes there is no credit provision is required and also the company does not have any significant concentration of credit risk.

As on 31st March, 2018, outstanding receivables amounting to Rs. 690.83 Lakhs (previous year Rs. 623.43 Lakhs).

Credit risk on cash and cash equivalents is considered to be minimal as the counter parties are all substantial banks with high credit ratings.

iii) Liquidity risk

Liquidity risk is the risk that the company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The company''s management is responsible for liquidity, funding as well as settlement management. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets

25.16 Capital Management

For the purpose of the company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the company. The company strives to safeguard its ability to continue as a going concern so that they can maximize returns for the shareholders and benefits for other stake holders. The aim is to maintain an optimal capital structure and minimize cost of capital.

The Company monitors capital using the debt-equity ratio, which is net debt divided by total equity. The Company includes within net debt, interest bearing loans and borrowings less cash and cash equivalents, Bank balance other than cash and cash equivalents.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31st March 2018 and 31st March 2017.

25.17 Estimated amounts of contracts remaining to be executed on capital account and not provided for Rs. Nil (Previous Year - Rs.Nil).


Mar 31, 2016

1. The Company is engaged in the development of Real Estate/Urban infrastructure and Interest Income. Disclosure as required by Accounting Standard 17 "Segment Reporting" issued by the Institute of Chartered Accountants of India is given below.

2. Contingent Liabilities

3. Based on the Issues and circumstances in consideration for the below cases and based on the expert advice the Company is confident of success, hence provision for the disputed amount were not provided in the books.

-AY 2007-08: While giving effect to the order of ITAT, Hyderabad, the Assessing Officer (AO) raised demand of Rs.78.21 lakhs, which was disputed with CIT - Appeals, Hyderabad, the said appeal was dismissed. Aggrieved by the Order, the company has disputed the order with ITAT, Hyderabad.

-AY 2008-09: The AO passed an order demanding a sum of Rs.16497 lakhs for the AY 2008-09. The appeal filed by company before CIT (A), Chennai was allowed in favor of the company to the extent of Rs. 15017 lakhs. On CIT(A),Chennai order the department has filed a appeal before ITAT and for the balance disallowance the company has filed a separate appeal before ITAT, Chennai . During the year ITAT, Chennai has set aside the order of AO to redo the assessment. Aggrieved by the order passed by ITAT, Chennai, company has filed appeal before Honorable High Court of Madras and it has admitted the case and stayed the proceeding of the order of ITAT. Further on the disallowance made by CIT(A) , the AO has initiated penalty proceedings and issued demand notice amounting to Rs.1276.58 lakhs , which is disputed before CIT(A), Chennai.

-AY 2008-09 AO reopened the assessment proceedings u/s148 of Income tax Act, 1961. Company disputed the re-opening proceeding before Honorable High Court of Madras. In the meantime AO passed an order with a demand of Rs.1112.35 lakhs and the said order is disputed before Honorable High Court of Madras and the appeal of the company has been allowed and quashed the re-opening proceedings.

-AY 2009-10: The re-assessment proceeding u/ 148 of Income tax Act 1961 was initiated and order passed with a demand of Rs.13.24 lakhs Aggrieved by the order the company has disputed the demand with CIT - Appeals , Chennai.

-AY 2013-14 : During the year, The Assessing Officer has passed order demanding a sum of Rs. 493.43 lakhs for the AY 2013-14. Aggrieved by the order the company has disputed the demand with CIT - Appeals, Chennai. Further the company has filed the rectification petition u/s. 154 with the Assessing officer, consequent upon which, the aforesaid demand shall become Nil.

-Company has received an order during the previous year from SEBI imposing a penalty of Rs.15.00 lakhs for the PVP Ventures Ltd and further penalty of Rs.15.00 lakhs for Prasad V Potluri as Chairman & Managing Director of the company towards alleged violation of Prohibition of Insider Trading (PIT) Regulations during 2009. The company has challenged the orders before the Securities Appellate Tribunal (SAT).

4. Company has given a corporate guarantee and mortgage of perambur land for Rs.3000.00 lakhs(Rs.3325 lakhs as of 31st March 2015) for its group company Picturehouse Media Limited(PHML) as security for availing term loan from the bank for production of films. The outstanding loan with bank by PHML as on 31st March 2016 is Rs.1518.51 lakhs. (Rs.3006.57 lakhs as of 31st March 2015)

5. Company has given a corporate guarantee and mortgage of perambur land for Rs. 10000.00 lakhs for its group company ie PVP Capital Limited(PVPCL) as security for availing working capital limits from the Bank. The company has outstanding loan with bank by PVPCL as on 31st March 2016 is Rs.10116.06 lakhs (Rs.9940.56 lakhs as on 31st March 2015.)

6. Company has given mortgage of Perambur land for Business Corporates for a consolidated sum of Rs.2000.00 lakhs with a Non-Banking Financial Company for Financial assistance to the company. The outstanding loan by these companies as of 31st March 2016 is Rs. 2300.75 lakhs.(Rs.2028.19 lakhs as on 31st March 2015.)

7. Secured loan provided to the subsidiary company ie NCCPL, has been secured by creation of charge on the property of lands with ROC along with Deposit of Title deeds in the land assets for the loan amount and some have been shown under Secured loans and advances.

8. With regard to the Investments and Loans and Advances to subsidiary companies, considering the business potential of these companies, generation of future revenues, expected development of Projects, expected cash flows and recoverability of the securities, the provisions already made have been reviewed. The Management considers that the provision made is adequate and do not foresee any diminution in carrying value as of 31st March 2016.

9. The Company has not received any intimation from suppliers, regarding their status, under Micro, Small and Medium Enterprises Development Act, 2006 and hence the required disclosures such as amounts unpaid as at the yearend together with interest paid/payable as required under the said Act have not been given.

10. The Company has not entered into any Derivative transactions during the year. There are no outstanding foreign currency exposures.

11. The Company has accumulated business losses and depreciation of earlier years. Considering the principles of prudence, the net deferred tax asset has not been recognized as at 31.03.2016.

12. The previous year’s figures have been regrouped/rearranged wherever necessary to make it comparable with the current year figures.


Mar 31, 2015

1. Employee Benefits

The following table sets forth the status of the Gratuity Plan of the Company and the amounts recognized in the financial statements

Defined Contribution Plans

In respect of the defined contribution plans, an amount of Rs. 4.71 lakhs(2014: Rs. 3.25 lakhs) has been recognized in the Statement of Profit and Loss during the year.

2. During the year the holding company , Platex Ltd, transferred the 14.5% Fully Convertible Debentures(FCD) to M/s India Investments II pte Ltd, Singapore with the same terms and conditions. These FCD holders have a option to convert them as equity anytime before 31 March 2016. The company have paid the interest on these FCDs during the year 2014-15.

3. Non-current investments in quoted shares : The market value of long term investments in quoted equity shares of Picture House Media Ltd (PHML) as on 31.3.2015 was Rs.301.78 lakhs as against the cost of Rs.531.05 lakhs. The management have provided Rs.200 lakhs as provisions for diminution in value of quoted investments. Company have struck off Investments( Rs. 2 lakhs) and long term advances (Rs.3051 lakhs) for which necessary provisions were already made in the earlier years and no significant improvement is expected in the near future. Since the provision is already made there is no impact of the same in the current year operations.

4. The Company PVP Ventures Ltd (PVPVL) has entered into a participation agreement with Football Sports Development Ltd(FSDL) for acquiring the franchisee rights of Kerala Blaster FC. PVPVL have incorporated a Subsidiary company by name Blaster sports ventures private ltd(BSVPL) with a object of creating a SPV for the said Kerala Blaster FC. In furtherance of the objective a Novation agreement dated 19 March 2015 was entered into between Football Sports Development Ltd, Blaster Sports Ventures Private Ltd(BSVPL) and PVP Ventures Ltd (PVPVL). By virtue of the said Novation agreement all the Franchisee rights and obligations on Kerala Blasters FC was transferred and vested with BSVPL. During the year 2014-15 net impact amounting to Rs.3316.52 lakhs for operations on first season of Football league was transferred and absorbed by BSVPL and in consideration of which BSVPL issued 3,31,65,200 of Rs.10 each of 1% Compulsory Convertible Cumulative Debentures to PVPVL.

5. Non-convertible debentures(NCD) subscribed in the subsidiary company ie NCCPL , which was utilized for acquiring land by NCCPL. The company has initiated the process of converting these NCDs during 2013-14 as secured interest free loan. The charge held by Debenture trustees have been released on 16 March 2015. Based on the representation from NCCPL , company have waived the interest from 1 April till the date of conversion. To facilitate the company in getting the land securitization and generating revenues by utilizing the land in development activities, the company has created charge with ROC in the land assets for the loan amount and same have been shown under Secured loans and advances.

6. With regard to the Investments and Loans and Advances to subsidiary companies, considering the business potential of these companies, generation of revenues, expected development of Projects, cash flows expected and recoverability of the securities, the provisions already made have been reviewed. The Management considers that the provision made is adequate and do not foresee any diminution in carrying value as of 31 March 2015.

7. The Company has not received any intimation from suppliers, regarding their status, under Micro, Small and Medium Enterprises Development Act, 2006 and hence the required disclosures such as amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

8. The Company has not entered into any Derivative transactions during the year. There are no outstanding foreign currency exposures.

9. The Company has accumulated business losses and depreciation of earlier years. Considering the principles of prudence, the net deferred tax asset has not been recognised as at 31.03.2015.

10. Corporate Social Responsibility(CSR)

As per section 135 of companies act 2013, the company should have spent Rs. 32.74 lakhs, towards CSR activities during the year 2014-15. Management have formed the CSR Committee and Policy in respect of the same, but could not effect payment before 31st March 2015 and the same will be expensed during the current financial year 2015-16.

11. The previous years figures have been regrouped/rearranged wherever necessary to make it comparable with the current year figures.


Mar 31, 2013

1.1 Joint Development Agreement(JDA) for Perambur Project

During the previous year first few phases of the Perambur Project were launched received good response from the market. It continued in the current year and has progressed considerably. As per the JDA, the Company received H5200.81 lakhs (PY: H7423.12 lakhs) as its share of collections from the Project. As per the policy of the revenue recognition the company has recognized revenue for the year H4576.70 and the balance are shown as Advance received for sale of UDS.

1.2 The Company is engaged in the development of urban infrastructure, which in the context of Accounting Standard 17 "Segment Reporting" issued by the Institute of Chartered Accountants of India is considered the only segment.

1.3 Considering the brought forward losses available for set-off, Income tax provision has been made under MAT liability u/s 115JB of the Income Tax Act. As per prudent accounting policy the net deferred tax assets has not been recognized as at 31st March 2013.

1.4 Lease Rentals

The Company has entered into operating leases agreements for office premises and an amount of H26.06 lakhs (2012: H26.97 lakhs) paid under such agreement have been charged to statement of Profit & Loss.The details with regard to finance lease obligations are as under.

1.5 The Company has not received any intimation from suppliers, regarding their status, under Micro, Small and Medium Enterprises Development Act, 2006 and hence the required disclosures such as amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

1.6 The Company has not entered into any Derivative transactions during the year. There are no outstanding foreign currency exposures.

1.7 Exceptional Income : During the year the company has disposed off the land at pattipulam and the same has been shown under other income as profit on sale of land. Proceeds of the sale was used to settle the secured loan held by the company. Excess of liability over settlement of loan was taken as exceptional item during the current year. Further the company has settled the legal dispute by way of compromise settlement which gave a exceptional income of H32.20 lakhs

1.8 The previous years figures have been regrouped/rearranged wherever necessary to make it comparable with the current year figures.

1.9 The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated February 08, 2011 and February 21, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.


Mar 31, 2012

A) 13,409,314 equity shares of Rs. 10 each fully paid-up in cash has been issued to Platex Ltd upon conversion of 27,355 FCDs of Rs. 100,000 each at conversion price of 204 per share in terms of the Scheme of Amalgamation during 2010-11.

b) 173,759,567 equity shares of Rs. 10 each fully paid up have been issued pursuant to the Scheme of Amalgamation of PVP Ventuers Private Limited with the Company during 2007-08.

c) 32,144,940 equity shares of Rs. 10 each have been allotted to the shareholders of Buckingham Real Estate and Asset Developers Limited (BREAD), pursuant to the Scheme of Amalgamation between BREAD and the Company '

- Consequent upon merger of erstwhile PVP Ventures Private Limited with the Company, goodwill of 15,179.21 lakhs was created which represented the excess of liabilities over assets taken over on merger. In terms of the Scheme of Amalgamation and the decision of the Board, it is being written off in a phased manner over a period of 10 years beginning April 01, 2008. Accordingly, during the year, the Company has amortized goodwill of Rs. 1,517.92 lakhs.

- Secured by hypothecation of land at ECR Road, Chennai, and 4,99,999 equity shares of subsidiary company PVP Corporate Parks Private Limited and Part of the shares held by PVP Energy Private Limited has been given as collateral security and the same is guaranteed by the promoters.

- The Company has not provided for the interest for the year of Rs 336.72 lakhs on LTIF dues.

- Platex Limited has extended the conversion/redemption option of the outstanding FCDs to March 31, 2013.

- The Debentureholder had waived the interest receivable on these FCDs for the entire year. Accordingly, the Company has not recorded the interest expenditure on FCDs amounting to Rs. 1,926.91 lakhs (2011: 5,143.55 lakhs) in its books of account.

* The Company has not created any Trust for meeting the liability and not funded so far and hence no assets are available for valuation and hence there are no disclosures pertaining to plan assets.

The following tables sets forth the status of the Leave Encashment Plan of the Company and the amounts recognized in the financial statements (These NCDs are redeemable at par at any time on or before March 31, 2014)

The Company has waived interest income receivable on NCDs and accordingly it has not recorded the interest income for the year amounting to Rs. 5,463.04 lakhs (2011: 5,463.04 lakhs) in its books of account.

Considering the provisions already made for the diminution in the value of investments and considering the fact that the market value of the assets held by these entities are more than the book value, the management is of the opinion that the provisions already made are adequate.

Considering the provisions already made for the doubtful advances and considering the fact that the market value of the assets held by these entities are more than the book value, the management is of the opinion that the provisions already made are adequate.

1.1 Joint Development Agreement for Perambur Project

(a) During the year, the first few phases of Perambur Project were launched and received good response from the market.

(b) During the year, the Company received additional security deposit of Rs 3,000.00 lakhs from the Developer, taking up the total security deposit to Rs 13,000.00 lakhs. Developer adjusted Rs 836.76 lakhs in terms of the JDA and as on March 31, 2012, the outstanding security deposit is Rs 12,163.24 lakhs (PY: Rs 10,000.00 lakhs).

(c) The Company received Rs. 7,423.12 lakhs (PY: Rs 500 lakhs) 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, the Company has shown this amount as advance for sale received from customers. Further, the Company received Rs. 227.46 lakhs (gross amount) from the Developer as interest on delayed payments, which is shown as other income for the year.

(d) The share of expenditure related to the Project to be borne by the Company till March 31, 2012 is Rs 513.71 Lakhs. Whenever the Developer adjusts the amount from the future share of collection, the same shall be accounted for in the books of the Company.

1.2 During the year, the Management classified Perambur land from inventory to fixed asset w.e.f. June 01, 2011. However, with effect from March 01, 2012, the management decided to re-classify it back to Inventory in accordance with the Accounting Standard and the expert opinion. However, there is no impact on such re-classifications on these financial statements of the Company for the year.

1.3 The Company is engaged in the development of urban infrastructure, which in the context of Accounting Standard 17 "Segment Reporting" issued by the Institute of Chartered Accountants of India is considered the only segment. Hence, the reporting under the requirements of the said standard does not arise.

1.4 Considering the brought forward losses available for set-off, there is no tax liability for this year. Further, there is no MAT liability u/s 115JB of the Income Tax Act for this year.

1.5 Lease Rentals

The Company has entered into operating leases agreements for office premises and an amount of Rs. 26.97 lakhs (2011: Rs. 28.86 lakhs) paid under such agreement have been charged to statement of Profit & Loss. The Company does not have any asset on financial lease during the year.

1.6 During the year, the Company and few of its subsidiaries had received notices from the Central Bureau of Investigation (CBI), who is investigating the alleged quid pro quo received by the various investors of M/s. Jagati Publications Limited (Jagati) from the government of Andhra Pradesh. CBI had filed a FIR against Jagati, its investors and various other entities in August 2011. PVP Business Ventures Private Limited, PVP Business Towers Private Limited and Cuboid Realtors Private Limited, wholly owned subsidiaries of the Company are among the investors of Jagati. The Company and its subsidiaries had submitted before the Hon'ble Court and the CBI that PVP Group and its companies have not received any quid pro quo benefits whatsoever from the state government of AP till date. There is no impact on the financial statements of the Company for the year due to the said investigations.

1.7 Contingent Liabilities

The following income tax demands are disputed by the Company before the appellate authorities and based on the expert advice the Company is confident of success. Hence, no amount has been provided for in the books.

AY to which Amount Pending before demand relates (in Rs. lakhs)

2008-09 164,97.15 CIT (Appeals), Chennai

2007-08 3,46.01 CIT (Appeals), Hyderabad

2007-08 4,73.30 ITAT, Hyderabad

1.8 The Company has not received any intimation from suppliers, regarding their status, under Micro, Small and Medium Enterprises Development Act, 2006 and hence the required disclosures such as amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

1.9 The Company has not entered into any Derivative transactions during the year. There are no outstanding foreign currency exposures.

1.10 The financial statements for the year ended March 31, 2012 have been prepared as per revised Schedule-VI of the Companies Act, 1956. Accordingly, the previous quarters/years figures have been regrouped/rearranged wherever necessary to make it comparable with the current quarter/year.

1.11 The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated February 08, 2011 and February 21, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.


Mar 31, 2011

1. The Company has not received any intimation from suppliers, regarding their status, under Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure of any amounts unpaid as at the period end together with interest paid/payable as required under the said Act have not been given.

2. As per the independent valuation of the Perambur land at Chennai done in 2010, the estimated fair market value of the land is Rs. 69,295.00 lakhs. This land is under joint development with M/s. North Town Estates Private Limited, a consortium of Unitech Limited and Arihant Foundations and Housing Limited. The real estate market in Chennai is looking positive now and with the approvals for first few phases of the Project in place, and as per the status report of the Perambur Project given in Note 3 below, the Company has prepared these accounts on a going concern basis.

3. Status of the Perambur Project

(i) The Company in 2008 had executed a joint development agreement with M/s. North Town Estates Private Limited ("Developer"), a consortium of Unitech Limited and Arihant Foundations and Housing Limited for development of its 70 Acres of land at Perambur ("Project").

(ii) The Developer did not fulfill the terms as agreed and considering the delay in the Project due to the depressed market conditions and other aspects, the Company initiated legal proceedings against the Developer and renegotiated the contractual terms by executing an amended and restated Joint Development Agreement in April 2011. The salient features of the amended JDA are as follows:

(a) The requisite approvals for the Project have been obtained and the launches are planned in June 2011;

(b) The Developer shall develop the Project in various phases, which encompass a total development of around 8 Million square feet.

(c) The entire Project will be launched in phases by December 31, 2015.

(d) Further, the Developer shall pay an amount of Rs. 5,600 lakhs to the Company by June 30, 2011 towards its revenue shares, after adjusting Rs. 700 lakhs for the expenses met by them as per the JDA against security deposits, from the advances collected from the Project. Out of the above, the Company has received Rs. 500 lakhs in March 2011. However, pending completion of procedural formalities and transfer of title through the sale deeds to the ultimate buyers, the Company has shown the above amount as advances received.

4. The Company has investments aggregating to Rs. 49,824.10 lakhs (2010: Rs. 49,724.10 lakhs) (net of provisions) in its subsidiary and associate companies and other bodies corporate and advances (net of provisions) aggregating to Rs. 24,249.16 lakhs (2010: Rs. 19,557.95 lakhs) extended to subsidiaries and Rs. 5.17 lakhs (2010: Rs. 800.00 lakhs) to other bodies corporate. Considering the provisions already made for the diminution in the value of investments and for the doubtful advances, and considering the fact that the market value of the assets held by these entities are more than the book value, the management is of the opinion that the provisions already made are adequate.

5. Pursuant to the merger of erstwhile PVP Ventures Private Limited with the Company, goodwill of Rs. 15,179.21 lakhs, representing the excess of consideration paid over the net assets acquired had been accounted for in the books of account. As per the terms of the Scheme of Amalgamation and the decisions of the Board, the goodwill are being set off in a phased manner over a period of 10 years beginning April 01, 2008. Accordingly, during the year, the Company has amortized goodwill of Rs. 1,517.92 lakhs from the Profit & Loss Account.

6. During the year, pursuant to the conversion of 27,355 Fully Convertible Debentures of Rs. 100,000/- each (out of 40,644 Fully Convertible Debentures outstanding) by Platex Limited, the Debentureholder, the Company had allotted 1,34,09,314 Equity Shares of Rs. 10 each at a conversion price of Rs. 204 per share. Hence, the paid up share capital of the Company stands increased to Rs. 2,45,05,27,010/- divided into 24,50,52,701 equity shares of Rs. 10 each. Platex also extended the conversion/redemption option of the balance outstanding 13,289 FCDs to July 21, 2011.

7. During the year, in view of the cash flow situation of the Company, Platex Limited, the Debentureholder waived the interest receivable on the FCDs. Accordingly, the Company has not recorded the interest expenditure on debentures outstanding amounting to Rs. 5,143.55 lakhs (2010: Rs. 5,893.38 lakhs) in its books of account. Similarly, the Company has waived interest income receivable on Non Convertible Debentures held in New Cyberabad City Projects Private Limited, its wholly owned subsidiary and accordingly the Company has not recorded the interest income for the year amounting to Rs. 5,463.04 lakhs (2010: Rs. 1,0811.18 lakhs) in its books of account.

8. During the year, the Company settled its disputes with Malaxmi Energy Ventures (India) Private Limited and Mr. Y. Harish Chandra Prasad for its beneficial interests in Navabharat Power Private Limited and received Rs. 1,900 lakhs towards the settlement amount, which is shown as extra-ordinary income for the year.

9. Contingent Liabilities

(i) During the AY 2007-08, erstwhile PVP Ventures Private Limited accounted an interest income of Rs. 1,062.00 lakhs from debentures issued by its subsidiaries. However, it had corresponding interest expense to Platex and other related expenses, it showed this income as a reduction from the pre-operative expenditure as during that year, it was yet to begin operations and hence did not prepare any profit and loss account. However, the AO assessed the above income as taxable and raised a demand of Rs. 473.00 lakhs against the Company in Jan 2010. The Company has filed an appeal against this order and considering the Company's chance of success on appeal, the amount has not been provided for.

(ii) During the year, the Company has received an income tax demand notice of Rs. 18,731.00 lakhs for the AY 2008-09, mainly because the AO had treated the FCDs received from Platex Limited as income of the Company. The Company has filed rectification petition under section 154 of the Income Tax Act to reduce the demand and also filed an appeal before the CIT (Appeals). The IT department has not passed any rectification order or the appeal has not been heard so far. Considering the Company's chance of success on appeal, the amount has not been provided for.

10. Employee Benefits

As per the corporate restructuring implementation, w.e.f. July 01, 2010 all the employees of the Company were transferred to M/s. Picturehouse Media Limited (formerly known as Telephoto Entertainments Limited) on the prevailing terms and conditions of employment contracts. Hence the detailed disclosure as required under AS-15(R) is not furnished for the year.

Accordingly, during the year, the outstanding provision of Rs. 3.70 lakhs for gratuity liability and Rs. 21.07 lakhs for leave encashment liability were also transferred to M/s. Picturehouse Media Limited (formerly known as Telephoto Entertainments Limited).

Further, for the defined contribution plans, an amount of Rs. 0.55 lakhs (2010: Rs. 2.22 lakhs) has been recognized in the Profit and Loss Account during the year for the intervening period.

11. The Company is engaged in the development of urban infrastructure, which in the context of Accounting Standard 17 "Segment Reporting" issued by the Institute of Chartered Accountants of India is considered the only segment. Hence, the reporting under the requirements of the said standard does not arise.

12. The provision for income tax has been made as per the Income Tax Act, 1961 considering the brought forward losses available for set-off.

13. Lease Rentals

The Company has entered into operating leases agreements for office premises and an amount of Rs. 28.86 lakhs (2010: Rs. 279.09 lakhs) paid under such agreement have been charged to Profit & Loss Account.

14. Related Party Disclosures

(a) Names of related parties and description of relationship

Description of relationship Names of related parties

Holding Company Platex Limited (PL)

Subsidiary Company 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)

Associate company Picturehouse Media Limited (PHML) (w.e.f. March 30, 2011)

(Formerly Telephoto Entertainments Limited)

PVP Screens Private Limited (PSPL) (w.e.f. March 30, 2011)

Enterprises where key management personnel exercise significant influence

Maven BPO Services Private Limited (MBSPL)

Whitecity Infrastructure (India) Private Limited (WIL)

Godavari Infracon Private Limited (GIPL)

Waltair Promoters Private Limited (WPPL)

PKP Infraprojects Private Limited (PKP)

PVP Megapolis Private Limited (PMPL) (w.e.f. 10.02.11)

Bruma Properties Private Limited (BPPL)

Shakthi Realtors Private Limited (w.e.f 22.03.11)

Key Management Personnel

Mr. Prasad V. Potluri, Chairman and Managing Director (PV)

Mr. Deepak Nagori (CFO) (upto 09.02.2011)

15. The Company's inventory comprises of 1259.90 grounds of land at Perambur, Chennai and 19 acres 8 guntas of land at Raikunta village, Shamshabad, Hyderabad, Andhra Pradesh. The book value of the inventory is Rs. 8,429.00 lakhs (Previous year Rs. 8,415.00 lakhs).

16. The Company has not entered into any Derivative transactions during the year. There are no outstanding foreign currency exposures.

17. Additional information pursuant to paragraphs 3, 4, 4A to 4D of Part II to Schedule VI to the Act, to the extent either Nil or not applicable is not furnished.

18. Previous year's figures have been regrouped/reclassified, wherever necessary, to confirm to those of the current year.


Mar 31, 2010

1. Contingent Liabilities

a) The Company, in July 2009, had received Income Tax assessment orders and demand notice assessing it as an agent related to the interest income alleged to be accrued on the FCDs issued to Platex Limited, the Debenture Holder. The demand raised by the IT department is of Rs. 25.13 crores. The Company has filed an appeal against this order and is awaiting further developments on this matter.

b) PVP Ventures P Ltd. booked an interest income of Rs. 10.62 crores from debentures subscribed to its subsidiaries, NCCPPL and PEL, during the FY 2006- 07. However, since it had corresponding interest expense to Platex and other related expenses, it showed this income as a reduction from the Pre- operative expenditure. No P&L A/c was prepared for the FY 2006-07 and a NIL return was filed. The AO assessed the above mentioned income as taxable and raised a demand of Rs. 4.73 crores in an order passed in Jan 2010. The Company has filed an appeal against this order and hearings are awaited.

2. Investments aggregating to Rs. 49,724.10 Lakhs (2009: Rs. 79,724.05 Lakhs) (net of provisions) in its subsidiary companies and other bodies corporate and advances (net of provisions) aggregating to Rs. 19554.83 Lakhs (2009: Rs. 38,740.91 Lakhs) extended to subsidiaries and Rs. 806.36 Lakhs (2009: Rs. 1,142.12 Lakhs) to other bodies corporate. Further, as at March 31, 2010 the Company has goodwill amounting to Rs.12,144.12 Lakhs (2009: 13,662.04Lakhs) which represents the excess consideration paid by the Company overthe net assets acquired of erstwhile PVP Ventures Private Limited, under the Scheme of Amalgamation in 2008. The management is of the opinion that the value of the above mentioned investments, advances and goodwill is represented by the assets held by the respective entities.

3. The Company carried out independent valuation of its land at Perambur at Chennai in the month of January 2010, the valuer estimated the value of the land to be Rs.692.95 crores. The Company had entered into a joint development agreement for this land with a consortium of Unitech Limited and

Arihant Foundations and Housing Limited. There has been some progress in the project subsequent to the year end and the Company expects to start receiving cash flows from the year ended March 31, 2011. Considering these factors and the expected future cash flows, the Company has prepared these accounts on a going concern basis.

4. Pursuant to the merger of erstwhile PVP Ventures Private Limited with the Company, goodwill amounting to Rs. 15,179.21 Lakhs, representing the excess of consideration paid over the net assets acquired, had been accounted for in the books of account. As per the terms of the Scheme of Amalgamation, the goodwill has to be set off against the reserves of the Company in a phased manner over a period of ten years beginning April 1,2008. Accordingly, goodwill of Rs. 1517.92 Lakhs has been amortized during the year directly to Profit & Loss Account below the line.

5. During the year, in view of the distressed financial condition of the company, Platex Ltd., the Holding Company has waived the interest receivable on debentures issued to it by the Company. Accordingly, Interest expenditure amounting Rs.5893.38 Lakhs (2009: Rs 6465.43 Lakhs) forthe year ended March 31,201 0 on debentures outstanding has not been recorded in the books of account. Similarly the Company has waived interest income receivable on debentures issued to it by the two subsidiaries: PVP Energy Private Limited ("PEL") (till the date of conversion) and New Cyberabad City Projects Private Limited ("NCCPPL"). Accordingly, interest income amounting to Rs. 10811.18 Lakhs (2009: Rs. 17,365.92 Lakhs) forthe year ended March 31, 2010 has not been recorded for in the books of account of the Company.

6 Employee Benefits

The following table sets forth the status of the Gratuity Plan of the Company and the amounts recognized in the Balance Sheet and Profit and Loss Account.

Data regarding experience adjustment and estimate for next year has not been furnished by the actuary

Defined contribution plans

In respect of the defined contribution plans, an amount of Rs. 2.22 Lakhs (2009: 4.31 Lakhs) has been recognized in the Profit and Loss Account during the year.

7. The Company is engaged in the development of urban infrastructure which in the context of Accounting Standard 17 "Segment Reporting" issued by the Institute of Chartered Accountants of India is considered the only segment. Hence, the reporting under the requirements of the said standard does not arise.

8. In view of the absence of virtual certainty in future profitability of the Company, the Company has not recognized deferred tax asset on carry forward losses on the grounds of prudence.

9. Lease Rentals

The Company has entered into operating leases agreements for office premises and an amount of Rs. 279.09 Lakhs (2009:31.65 Lakhs) paid under such agreement have been charged to Rent in Schedule 13. However, the said agreements were cancelled during the year.

The lease rentals paid on HP during the year and the future lease obligations for agreements in vogue as at 31 st March, 2010 are as follows:

10. Related Party Disclosures:

(a) Names of related parties and description of relationship:

Description of relationship

Holding Company

Nomes of reloted potties

Platex Limited (PL)

Subsidiary Company

1. New Cyberabad City Projects Private Limited (NCCPPL)

2. PVP Energy Private Limited (Formerly PVP Malaxmi

Energy Ventures Private Limited) (PEL)

3. Maven Infraprojects Private Limited (MIL)

4. PVP Business Ventures Private Limited (PBV)

5. Telephoto Entertainments Limited (TEL)

6. PVP Corporate Parks Private Limited (PCPL)

7. AGS Hotels and Resorts Private Limited (AGR)

8. PVP Screens Private Ltd (PSPL)

9. Telephoto International Pte. Ltd, Singapore (TEPL)

(Struck-offw.e.f January 15,2.10)

10. Cuboid Real Estates Private Limited (CRE)

11. PVP Business Towers Private Limited (PBT)

Enterprises where key management personnel exercise significant influence

1. Maven BPO Services Private Limited (MBSPL)

2. Whitecity Infrastructure (India) Private Limited (WIL)

3. PVP IT Parks Private Limited (PVPIT)

4. Godavari Infracon Private Limited (GIPL)

5. Waltair Promoters Private Limited (WPPL

6. PKP Infraprojects Private Limited (PKP)

7. PVP Megapolis Pvt. Ltd( PVPMPL

8. Adobe Realtors Pvt.Ltd.(ARPL)

9. Arete Real Estate Developers PvtLtd.(AREDPL)

10. Axil Realtors Private Limited(AXRPL)

11. Expressions Real Estate Pvt.Ltd(EREPL)

12. Mistair Realtors Pvt.Ltd.(MRPL)

13. Bruma Properties Private Ltd (BPPL)

Key Management Personnel

Mr. Prasad V. Potluri, Chairman and Managing Director (PV)

Mr. Deepak Nagori (CFO)

11. The Companys inventory comprises of 1259.90 grounds of land at Perambur, Chennai and also 19 acres 8 guntas of land at Raikunta village, Shamshabad Mandal, Ranga Reddy District, Andhra Pradesh. The book value of the inventory is at Rs. 84.15 crores.

12. The Company has not entered into any Derivative transactions during the year. There are no outstanding foreign currency exposures.

13. Previous period figures have been regrouped/reclassified, wherever necessary, to confirm to those of the current year.

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