1. Nature of operations:
prime focus Limited is engaged in the business of post production and
Visual effects services for films and television content.
2. the company does not have suppliers who are registered as micro,
small or medium enterprise under the micro, small and medium
enterprises Development act, 2006 as at march 31, 2011. the information
regarding micro, small ) and medium enterprises has been determined on
the basis of information available with the management.
3. segment information:
the company is presently operating an integrated post production setup.
the entire operations are governed by the same set of risks and returns
and hence have been considered as representing a single segment. the
said treatment is in accordance with the guiding principles enunciated
in the accounting standard on segment reporting (as-17).
4. related party Disclosures:
a. List of Parties where control exists, irrespective of transactions:
i) Subsidiary Companies
prime focus London plc.
prime focus international Limited (formerly known as prime focus
investments Limited)
prime focus technologies private Limited
flow post solutions private Limited
gVs software private Limited
prime focus motion pictures Limited
ii) Step-down Subsidiaries
Subsidiary of Prime Focus International Limited
prime focus international services uK Limited
prime focus North america, inc
1800 Vine street LLc (subsidiary of prime focus North america, inc)
prime focus VfX services i inc
prime focus VfX services ii inc
prime focus VfX technology inc
prime focus VfX pacific inc
prime focus VfX usa inc
prime focus VfX australia pty Limited
Subsidiary of Prime Focus London Plc.
prime focus Visual entertainment services Limited
Vtr media investments Limited
pf film uK Limited (formerly known as 37 Dean street Limited)
pf Broadcast & commercial Limited
Busy Buses Limited
prime focus technologies uK Limited
amazing spectacles Limited (subsidiary of Vtr media investments
Limited)
clipstream Limited
meanwhile content Limited (formerly known as united sound & Vision
Limited) (subsidiary of Vtr media investments Limited)
prime focus productions 1 Limited (subsidiary of Vtr media investments
Limited)
prime focus productions 2 Limited (subsidiary of Vtr media investments
Limited)
prime focus productions 3 Limited (subsidiary of Vtr media investments
Limited)
prime focus productions 5 Limited (subsidiary of Vtr media investments
Limited)
b. List of related parties with whom transactions have taken place
during the year
i) Key Management Personnel
mr. Naresh malhotra - chairman and Whole-time Director
mr. Namit malhotra - managing Director
ii) Relatives of Key Management Personnel
mr. premnath malhotra
iii) Enterprises owned or significantly influenced by Key Management
Personnel or their relatives
Blooming Bud coaching private Limited
N2m reality private Limited
5. Leases:
b. the company has taken certain premises on cancellable operating
lease basis. the tenure of the lease ranges from 11 to 180 months.
c. amount of lease rental charged to the profit and loss account in
respect of operating leases is Rs. 33,796,375/- (previous year Rs.
31,380,774/-).
6. stock split/sub-Division of equity shares:
the company has sub-Divided the existing 12,822,588 nos. of equity
shares from every oNe equity share of Rs. 10/- each into teN equity
shares ofRs. 1/- each (i.e. 12,822,588 equity shares ofRs. 10/- each in
the capital of the company on which the sum of Rs. 10/- is credited as
fully paid up into 128,225,880 equity shares of Rs. 1/- each of which
the sum of Rs. 1/- is credited as fully paid up.) the record date fixed
for the purpose of sub division of equity shares of the company was
November 1, 2010.
7. qualified institutions placement:
the company has allotted 10,641,566 equity shares of face value of Rs.
1/- each to qualified institutional Buyers under qip as per chapter
Viii of the seBi regulations at a price of Rs. 68.58 per equity share
(including a premium ofRs. 67.58 per equity share), aggregating to Rs.
729,798,596 on November 10, 2010. further the floor price in respect of
the aforesaid qualified institutions placement, based on the pricing
formula as prescribed in regulation 85 of chapter Viii of seBi
regulations is Rs. 68.58 per equity share and the relevant Date for
this purpose in terms of regulation 81 of chapter Viii of seBi
regulations is November 4, 2010.
8. issue of Warrants:
pursuant to the Board approval dated august 27, 2010 and shareholders''
approval dated september 30, 2010, the company has allotted 1,000,000
warrants convertible into equity shares on october 15, 2010 to mr.
Namit malhotra, a member of the promoters and promoter group carrying
an option/entitlement to subscribe to equivalent number of equity
shares on a future date not exceeding 18 months from the date of
allotment of such warrants. each warrant shall be convertible into one
equity share of nominal value of Rs. 10/- each at a price not less than
the minimum price determined in accordance with the provision of
chapter Vii of seBi (icDr) regulations. the company has received from
mr. Namit malhotra, a sum equivalent to 25% of the price of the equity
share to be issued in surrender/ exchange of each of such warrant.
9. No amortization has been done for film rights in the current year
as the rights are not exercisable in the current year. since the rights
are available for a period of more than 10 years the useful life of the
rights is considered to be more than 10 years.
10. contingent Liabilities Not pro vided for:
(amount in Rs.)
2011 2010
i. on account of undertakings given
by the company in favour of customs
authorities at the time of import of
capital goods under epcg scheme. the 693,529,871 748,591,339
company is confident of meeting its
future obligations on such undertakings
in the normal course of business.
ii. on account of undertaking given on
future probable obligation on behalf of
subsidiary company in the course of
acquisitions made. 60,966,157 61,080,721
(refer Note 25 to schedule 16)
iii. matters pending with tax
authorities (Block assessment).
company has 112,684 112,684
been advised that it has a valid
case based on similar decided matters.
iv. matters pending with tax
authorities towards addition made by the
tax authorities for the ay 2007-08.
company has gone for an appeal to cit 5,271,860 5,271,860
(appeals) and has made full payment
of demand under protest.
v. guarantee for Lease taken by
step-down subsidiary. 44,631,320 44,979,660
(usD 1,000,000) (usD 1,000,000)
vi. premium on conversion of fccB
(refer Note 19 (c) to schedule 16) 598,162,095 420,381,905
11. gratuity and other post-employment Benefit plans:
a. Define benefit plans:
the company has a defined benefit gratuity plan. every employee who has
completed five years or more of service gets a gratuity on departure at
15 days salary (last drawn salary) for each completed year of service.
this plan is unfunded.
the following tables summarise the components of net benefit expense
recognized in the profit and loss account and the funded status and
amounts recognized in the balance sheet for the respective plans.
Changes in the fair value of plan assets are as follows:
the company does not fund the gratuity nor it has plans presently to
contribute in the next year and hence the disclosure relating to fair
value of plan assets is not applicable.
b. Defined Contribution Plan:
amount recognized as an expense and included in schedule - 14 as
contribution to provident fund Rs. 2,777,813/- (previous year Rs.
1,585,924/-).
12. Details of loans given to subsidiaries and associates and
firms/companies in which directors are interested:
1. prime focus London plc :
Balance as at march 31, 2011: Rs. 492,046,944/-. (previous year Rs.
Nil) maximum amount outstanding during the year Rs. 492,046,944/-
(previous year Rs. 241,870,474/-)
2. prime focus technologies private Limited :
Balance as at march 31, 2011: Rs. 84,897,278/- (previous year Rs.
41,624,979/-) maximum amount outstanding during the year Rs.
85,244,098/- (previous year Rs. 45,258,248/-)
13. foreign currency convertible Bonds (fccB):
a. on December 12, 2007, the company issued 550 foreign currency
convertible Bonds (fccB''s) of a face value of usD 100,000 each,
aggregating to usD 55.00 million (equivalent - Rs. 2,162,696,800/-).
the net proceeds from the issue of the Bonds are to be used for
strategic acquisitions and/or strategic alliances outside of india, for
investment into wholly owned subsidiaries and/or joint ventures outside
of india, for announced and future acquisitions, for foreign currency
capital expenditure or for any other use, as may be permitted under
applicable laws or regulations from time to time.
b. as per the terms of the issue, the holders have an option to convert
fccB into equity shares at a reseted conversion rate of Rs. 110.90 per
equity share. further, under certain conditions, the company has the
option to redeem the bonds on or after December 12, 2010. unless
previously converted or redeemed or purchased and cancelled, the
company will redeem these bonds, at 143.66% at the end of the five
years from the date of issue i.e. on December 13, 2012. as at march 31,
2011, no bonds have been converted into equity shares ofRs. 1/- each
and the entire balance of 550 bonds have been included and disclosed in
the schedule of unsecured Loans.
c. the fccB''s as detailed above are compound instruments with an option
of conversion into specified number of shares and an underlying foreign
currency liability with the redemption at a premium in the event of non
, conversion at the end of the period. the bonds are redeemable only if
there is no conversion of bonds earlier. j the payment of premium on
redemption is contingent in nature, the outcome of which is dependent
on uncertain future events. Hence no provision is considered necessary
nor has been made in the accounts in respect of such premium amounting
to Rs. 598,162,095/- (previous year Rs. 420,381,905/-). However, in the
event of redemption, the premium payable would be adjusted against the
balance in the securities premium account.
d. the management is of the opinion that the bonds are a non monetary
liability and hence, the exchange gain/ loss on translation of fccB
liability in the event of redemption have not been recognized.
e. Had the company revalued the bonds as at march 31, 2011 considering
it as a long term monetary liability, the profit for the year ended
march 31, 2011 would have been lower by Rs. 39,062,293/- (previous
year: Rs. 46,124,146/-) . the reserves as on that date would have been
lower by Rs. 252,963,508/- (previous year: Rs. 265,060,354/-) and
foreign currency monetary item would have been Rs. 39,062,293/-
(previous year: Rs. 46,124,146/-).
14. miscellaneous income:
as the company is engaged in providing post production services, net
income of Rs. 3,475,819/- (previous year Rs. 1,955,719/-) from
production of tV programme (gross Rs. 13,600,000/-(previous year Rs.
27,096,993/-) less: direct cost of Rs. 10,124,181/- (previous yearRs.
25,141,274/-)) is disclosed under other income as miscellaneous income.
the revenue of the company for the year including revenue from tV
production income is Rs. 1,368,658,259/- (previous year Rs.
979,822,586/-).
15. investments:
a. investments include Rs. 610,703,583/- (previous year: Rs.
610,703,583/-) in prime focus London plc, uK [''pf uK''], a subsidiary
company. pf uK has been recording profits since march 2009. the market
value of shares as on march 31, 2011 is Rs. 238,552,428/- (previous
year: Rs. 150,345,934/-). the share trading of the company were
suspended on march 31, 2011, and hence the last traded price on
september 29, 2010 of pence 17 has been considered for calculation of
market value of investments.
these being long term and strategic investments and also in view of the
projected profitable operations of these companies, the management is
of the view that there is no diminution other than temporary in the
value of these investments.
16. During the fy 2008-09 the company was allotted 505,050 ordinary
shares of 5 pence each in prime focus London plc, a subsidiary of the
company, as fully paid up, for consideration other than cash, for
providing an undertaking on certain future obligations, to the vendors
under the share purchase agreement entered by prime focus London plc.
to acquire machine effects Limited. the outcome is dependent on certain
future events for which no reliable estimate can be made. further, in
current year, the company has filed a suit in the Bombay High court
alleging that the terms of the undertaking are not tenable and hence no
provision is considered necessary.
17. previous year''s figures have been regrouped where necessary to
confirm to this year''s classification. |