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Prime Focus
BSE: 532748|NSE: PFOCUS|ISIN: INE367G01038|SECTOR: Media & Entertainment
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Explore Prime Focus connections « Mar 10
Notes to Accounts Year End : Mar '11
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.
Source : Dion Global Solutions Limited
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