Picturehouse Media Director Report
BSE:532355 | IND:Film/TV Production & Distribution | ISIN code:INE448B01029 | SECT:Media & Entertainment
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TO THE MEMBERS,
We are pleased to present the report on the business and operations of your Company for the year ended March 31, 2016.
Financial Highlights [Rupees In Lakh]
Particulars |
Standalone 2015-2016 2014-2015 |
Consolidated 2015-2016 2014-2015 |
||
Total Income |
9527.68 |
1996.56 |
12962.28 |
5504.58 |
Operational, Administration and Other Expenses |
10096.91 |
2116.61 |
10281.40 |
2544.33 |
Profit/(Loss) Before Depreciation Interest And Tax |
(569.23) |
(120.05) |
2680.88 |
2960.25 |
Depreciation |
61.04 |
67.45 |
61.26 |
67.66 |
Interest and Finance Charges |
1005.47 |
385.75 |
3141.57 |
2111.29 |
Profit / (Loss) Before Exceptional Items |
(1635.74) |
(573.25) |
(521.95) |
781.30 |
Exceptional Items |
20.11 |
0 |
20.11 |
0 |
Profit / (Loss) Before Tax |
(1655.85) |
(573.25) |
(542.06) |
781.30 |
Tax Expense |
0 |
2.31 |
422.37 |
490.73 |
Profit/ (Loss) after Tax |
(1655.85) |
(570.94) |
(964.43) |
290.57 |
STATE OF THE COMPANY''S AFFAIRS
During the financial year 2015-16, the Company witnessed losses both on Standalone and Consolidated basis. The total revenue of the Company for the financial year ended 31 March, 2016 on Standalone basis is Rs. 95.27 crores as compared to the previous year''s total revenue of Rs. 19.96 crores. Further, total revenue on consolidated basis is Rs. 129.62 crores as compared to the previous year''s total revenue of Rs. 55.04 crores.
The Standalone Loss after tax stood at 16.56 crores as against loss of Rs. 5.70 crores in 2015. Further, the Consolidated Loss after tax stood at Rs. 9.64 crores as against loss of Rs. 2.90 crores in 2015.
TRANSFER TO RESERVES
In view of the losses incurred by the Company during the year, the Board of Directors did not propose to transfer any amount to reserves for the period under review
DIVIDEND
In view of the inadequacy of the profits and in order to conserve the resources of the Company, for future Business operations, the Board of Directors did not recommend any dividend for the financial year ended March 31, 2016.
CAPITAL STRUCTURE
During the year, there is no change in the capital structure of the Company.
PUBLIC DEPOSITS
The Company has not accepted/renewed any fixed deposits during the year under review.
INSURANCE
All the properties of your Company have been adequately insured.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and erstwhile Listing Agreement and the Equity Listing Agreement signed with the BSE Limited pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your company has formulated a Policy on Related Party Transactions which is also available on the Company''s website at http://www. pvpcinema.com/pdf/2015/RPTPolicy-PHML.pdf. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the Related Parties.
During the year under review, there were no Related Party Transactions or Material Related Party Transactions i.e., transactions, exceeding 10% of the annual consolidated turnover as per the latest audited financial statements.
Accordingly, the disclosure of Related Party transactions as required under Section 134(3)
(h) of the Companies Act, 2013 in Form AOC 2 is not applicable for the year ended March 31, 2016.
During the year, the Company had not entered into any contract / arrangement / transactions with Related Parties which could be considered as material in terms of Regulation 23 of the SEBI (LODR) Regulations, 2015. In accordance with Accounting Standard 18, the Related Party Transactions are disclosed under Note No. 24.7 of the Standalone Financial Statements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT
As on the date of this report, there are no material changes in the Company which may affect the financial position of the Company between the end of Financial Year and Date of Report.
SUBSIDIARY COMPANIES
The Company along with its subsidiaries is operating in the verticals of Film Production and Film Financing. As on March 31, 2016, the Company has 3 (Three) wholly-owned subsidiaries viz., PVP Capital Limited, PVP Cinema Private Limited and Picturehouse Media Private Limited (Foreign Subsidiary).
The consolidated financial statements of the Company including its subsidiaries have been prepared in accordance with Section 129(3) of the Companies Act, 2013. Further, a statement containing salient features of the financial statements of the subsidiaries in the prescribed format AOC-1 is appended as Annexure - 1 to the Board''s Report. As required under Section 136 of the Companies Act, 2013 the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the website www.pvpcinema.com. These documents will also be available for inspection during the business hours at the Registered office of the Company and any member who wish to get copies of such financial statements, may write to the Company for such requirement.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the prescribed standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the mandatory stipulations prescribed. The Report on Corporate Governance as stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 forms part of the Annual Report.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Mrs. P. Sai Padma, Director of the Company retires by rotation and being eligible offer herself for re-appointment.
COMPOSITION OF BOARD COMMITTEES
Audit Committee |
|
Mr. R. Nagarajan |
Chairman |
Mr. N. S. Kumar |
Member |
Mr. Prasad V. Potluri |
Member |
Nomination and Remuneration Committee |
|
Mr. N. S. Kumar |
Chairman |
Mr. R. Nagarajan |
Member |
Mrs. P. Sai Padma |
Member |
Stakeholders Relationship Committee |
|
Mr. R. Nagarajan |
Chairman |
Mr. N. S Kumar |
Member |
Mr. Prasad V. Potluri |
Member |
The details of training and familiarization programs and Annual Board Evaluation process for directors have been provided in the Nomination, Remuneration & Performance Evaluation Policy annexed with this report.
The policy on Directors'' appointment and remuneration including criteria for determining qualifications positive attributes, independence of director and also remuneration for Key Managerial Personnel and other employees and Board evaluation process also forms part of Corporate Governance Report at Annexure 2.
During the year under review, Mr. Bhargava Burra resigned as the Company Secretary of the Company w.e.f. August 14, 2015 and the Board in its meeting held on August 14, 2015 appointed Ms. Mona Rajora as Company Secretary and Compliance officer of the Company w.e.f. August 17, 2015. Further, Mr. Vinay Chilakapati, COO and Mr. Rajeev Kamineni, Executive Director (Operation) who were designated as KMPs considering their roles and responsibilities by the Board ceases to be KMPs as decided by the Board. There is no other change in the Key Managerial Personnel of the Company.
Further details with respect to the aforesaid Committees are provided in the Corporate Governance Report attached herewith.
Corporate Social Responsibility Committee |
|
Mr. R. Nagarajan |
Chairman |
Mr. N. S. Kumar |
Member |
Mr. Prasad V. Potluri |
Member |
Executive Committee |
|
Mr. Prasad V. Potluri |
Chairman |
Mrs. Sai Padma Potluri |
Member |
NUMBER OF MEETINGS OF THE BOARD
The Board met 5 (five) times during the financial year, and the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was well within the period prescribed under the provisions of the Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
The financial statements of the Company are prepared as per applicable Accounting Standards as prescribed under Section 133 read with Rule 7 of the Companies (Accounts) Rules, 2014 of the Companies Act,
2013 and other applicable provisions if any of the said act. There are no material departures from prescribed accounting standards. The Directors confirm that:
(i) In preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed;
(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) The Directors have prepared the annual accounts on a going concern basis;
(v) The Directors have laid down internal financial controls, which are adequate and are operating effectively; and
(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate to operate the company effectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149
The independent directors have submitted the declaration of independence, as required pursuant to sub-section (7) of section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149.
STATUTORY AUDITORS
M/s. CNGSN & Associates LLP (FRN: 004915S), the statutory auditors have expressed their unwillingness to be reappointed as Auditors at the AGM as their term expires at the ensuing AGM.
The Company had received a Special Notice from a member proposing the appointment of M/s. Brahmayya & Co pursuant to which the Board in its meeting held on August 17, 2016 has appointed M/s. Brahmayya & Co. (FRN: 000511S) as the Statutory Auditors of the Company subject to the approval of members for a period of five years from the conclusion of this AGM to the conclusion of 22nd AGM.
The Company has received consent from M/s. Brahmayya & Co., Chartered Accountants, (FRN: 000511S) to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and stated that they are not disqualified from being appointed as the Statutory Auditors of the Company.
The Board of Directors therefore recommends appointment of M/s. Brahmayya & Co., as the Statutory Auditors of the Company. Necessary resolution for their appointment is incorporated in the Notice calling for the AGM.
AUDITORS'' REPORT
The Auditors'' Report for the financial year
2015-16 is an "Un-qualified" report and the said Report together with the Audited Accounts for the financial year ended March 31, 2016 read with the Notes on Accounts are self-explanatory and therefore do not call for any further comments.
SECRETARIAL AUDITOR
M/s. D. Hanumanta Raju and Co., Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for financial year 2015-16 forms part of the Annual Report as Annexure 3 of the Board''s Report.
STOCK EXCHANGE LISTING
Presently, the Equity Shares of the Company are listed on The BSE Limited (BSE). The Company confirms that it has paid the Annual Listing Fees due to the Stock Exchange for the year 2016-17.
MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION
As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and the Chief Financial Officer Certification is attached to this Report.
SIGNIFICANT MATERIAL ORDERS
There were no significant Material Orders passed against the Company during the year under review.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134 (3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure 4 of the Board''s Report.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy framed to deal with instances of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company www.pvpcinema.com.
CORPORATE SOCIAL RESPONSIBILITY
As per the Companies Act, 2013 all Companies having net worth of Rs.500 crore or more, turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising 3 or more directors, and at least one of whom should be an independent director. As per the provisions, such company shall spend 2% of the average net profits of the company''s, immediately preceding the three financial years.
CSR Committee of the Company comprises of Mr. R Nagarajan, Mr. N S Kumar and Mr. Prasad V. Potluri and the Committee is responsible for formulating and monitoring the CSR Policy of the Company. The CSR Policy of the Company as approved by the Board of Directors of the Company is available on website of the company.
The Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure - 5 to this Report.
During the financial year ended March 31, 2016, the Company was required to spend Rs. 8.22 lacs towards CSR activities. However, owing to financial constraints the Company was unable to spend the amount for the financial year ended March 31, 2016.
During the financial year ended March 31,
2015, the Company was required to spend Rs. 20.11 lacs i.e., being 2% of the average net profits of the company''s immediately preceding three financial years towards CSR activities. In May 2015, the Company has spent Rs. 20.11 lacs towards CSR Activities in the Education sector i.e. on Siddhartha Academy of General and Technical Education (''SAGTE'').
PARTICULARS OF EMPLOYEES
The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure 6 to the Board''s Report.
RISK MANAGEMENT POLICY
The Company has risk management policy in place with an object to ensure that all the Current and Future Material Risks of the Company are identified, assessed/quantified and effective steps are taken to mitigate/ reduce the effects of the risks to ensure proper growth of the business.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed of during financial year ended March 31, 2016:
- No. of complaints received: Nil
- No. of complaints disposed of: Nil
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO
Particulars regarding technology absorption, conservation of energy and foreign exchange earnings and outgo required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules,
2014 to the extent applicable are as under:
A |
CONSERVATION OF ENERGY The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy. |
||
B |
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION The Company continues to use the latest technologies for improving the quality of its operations. |
||
C |
FOREIGN EXCHANGE EARNINGS AND OUTGO: |
||
[Rs. In Lakh] |
|||
PARTICULARS |
CURRENT YEAR |
PREVIOUS YEAR |
|
Foreign Exchange Earnings |
Nil |
Nil |
|
Foreign Exchange Outgo: |
|||
Travel related Expenses |
Nil |
Nil |
|
Other Expenses (Film Production) |
207.88 |
22.62 |
|
Total |
207.88 |
22.62 |
ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the co-operation and assistance received from the bankers, actors, technicians, directors, production houses, shareholders, government agencies and other business associates. Your Directors wish to place on record their deep sense of appreciation for the committed services by the employees of the Company.
For and on behalf of Board of Directors
Sd/- Sd/-
Date: August 17, 2016 PRASAD V. POTLURI R. NAGARAJAN
Place: Chennai Managing Director Director
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