PVR
BSE: 532689 | NSE: PVR | ISIN: INE191H01014 | Media & Entertainment
- Directors Report
- Chairman's Speech
- Auditors Report
- Notes To Accounts
- Accounting Policy
- Finished Products
- Raw Materials
| Directors Report | Year End : Mar '08 |
The directors have pleasure in presenting the Thirteenth Annual Report
on the business and operations of the Company and Financial Statements
for the year ended March 3 1, 2008.
Financial Highlights
(Rs. Lacs)
2007-08 2006-07
Income 24,470 17,186
Expenditure 19,092 13,870
Earnings before depreciation
interest and tax (EBIDTA) 5,378 3,3 16
Depreciation 1,510 1,241
Interest 681 550
Profit before Tax 3,187 1,525
Provision for Taxation including
Deferred Tax 1,081 469
Profit after Tax 2,106 1,056
Balance brought forward from
previous year 2,017 1,336
Transfer from Debenture
Redemption Reserve
Profit available for appropriation 4,123 2,392
Appropriations
Transfer to Capital Redemption Reserve 1,000
Interim Dividend
on Preference Shares 74 100
on Equity Shares 230 304 229 329
Corporate Dividend tax 52 46
Surplus carried to Balance Sheet 2,767 2,017
Financial Review
During the year under review the company has scaled new heights, the
total income has gone up to Rs. 24,470 lac from Rs. 17,186 lacs in
previous year reflecting a growth of 42%. Earnings before Interest,
Depreciation and Tax (EBIDTA) was Rs. 5,378 lacs against Rs. 3,316 lacs
in previous year, registering a growth of 62%.
Profit after Tax (PAT) increased by 99% from Rs. 1056 lacs in previous
year to Rs. 2106 lacs for the year under review.
Dividend
During the year under review your Directors declared and paid interim
dividend for the Financial Year 2007-08 as under:
5% on Redeemable Preference Shares of the Company on prorate basis.
10% on Equity Share Capital of the Company held by the Equity
Shareholders as on 22nd April, 2008.
Your Directors have recommended that these be treated as the final
dividends for the year.
Operations Review
During the year under review, your company took an initiative by
introducing PVR Premiere brand with its first cinema at Select Citywalk
Mall in Delhi. The PVR Premiere range of cinemas are unique in their
use of space, facilities and aesthetics and provide unparalleled leg
rooms, liberal seat width, swanky interiors, state of the art sound and
projection system which shall offer to movie goers a complete luxurious
movie watching experience.
The growth in the income was achieved through a healthy mix of growth
in income of existing cinemas and by opening of new cinemas. The total
number of patrons who watched movies at our cinemas during the year was
17.97 million, as compared to 14.73 million in the previous year. The
average occupancy in our cinemas during the year was 39.9% as compared
to 42.7% in the previous year. For the full year ended March 2008,
despite a drop in occupancy, the footfalls from comparable properties
grew by 4%. This has been achieved through effective film programming,
leading to a significant growth in average number of shows per day per
screen across comparable properties in comparison with last year.
New Initiatives
To ramp up its presence across the retail entertainment landscape, your
company entered into a Joint Venture with Major Cineplex Group, a
leading and one of the largest film exhibition and retail entertainment
company based out of Thailand and formed a new company namely PVR bluO
Entertainment Limited for carrying out the activities of setting-up and
running Bowling Alleys, Karaoke Centers and Ice Skating Rinks across
India.
During the year under review, your company has also signed a Memorandum
of Understanding with M/s Gyan Enterprises Private Limited, a company
promoted by Mr. Amit Burman of Dabur group and Mr. Rohit Aggarwal to
enter in to a Joint Venture through a Special Purpose Vehicle namely
M/s Lite Bite Foods Private Limited for the purpose of running,
managing and operating Food Courts, Restaurants, Pubs, Coffee Shops
etc.
New cinemas which commenced operations
During the year under review, your company has commenced operations at
four new multiplex projects, thereby adding 16 new screens under
operation.
During the current year also, your company has so far commenced
operation from three new projects and thereby adding additional 17
screens to the total tally.
Details of these new cinema properties added by the Company are as
under :
Name of Property Screens Seats Commencement date
PVR Baroda 3 1,094 May-07
PVR Flamez Mall, Ludhiana 4 1,025 Aug-07
PVR Prashant Vihar 3 786 Aug-07
PVR Select City Walk Saket 6 1,238 Nov-07
PVR Goregaon 6 1,783 May-08
PVR Ambience Mall, Gurgaon 7 1,194 May-08
PVR Centra Mall, Chandigarh 4 1,150 July-08
The multiplex at Ludhiana is tax-exempted and the multiplex at Goregaon
Mumbai is also eligible for E-tax exemption as per the state policies.
Your company now operates and manages 101 screens across 25 locations
in 14 cities spread over Delhi, Haryana, Karnataka, Uttar Pradesh,
Punjab, Andhra Pradesh, Maharashtra, Gujarat, Madhya Pradesh and
Chandigarh.
Subsidiaries
As on March 31, 2008 the Company has four subsidiary companies namely
M/s PVR Pictures Limited (PVR Pictures), M/s C R Retail Malls (India)
Private Limited (CRR), M/s Sunrise Infotainment Private Limited (SIPL)
and M/s PVR bluO Entertainment Limited (PBEL) out of which CRR and SIPL
are wholly owned subsidiaries of the Company.
PVR Pictures Limited (PVR Pictures)
Your company operates film distribution and production business through
its subsidiary, PVR Pictures, which is involved in production of Hindi
films and distribution of Indian and international films. “Taare Zameen
Par” and “Jaane Tu ya Jaane na” the first two coproduction movies of
PVR Pictures (co-produced with Aamir Khan Productions Private Limited),
released during the period received critical acclaim and performed
strongly at the box office. PVR Pictures is also growing stronger in
the business of film distribution and has successfully distributed
various Hollywood and Hindi movies.
PVR Pictures has also recently concluded a Private Equity placement of
Rs. 120 Crores with The Western India Trustee and Executor Company
Limited represented by its investment manager ICICI Ventures Funds
Management Company Limited and JP Morgan Mauritius Holdings IV Limited
for its 40% stake in the paid up share capital of the company. ICICI
Venture and JP Morgan each holds 20% paid equity up share capital of
PVR Pictures.
CR Retail Malls (India) Private Limited (CRR)
M/s CR Retail Malls (India) Private Limited is implementing the seven
screens Multiplex Project at the Phoenix Mills compound, Lower Parel,
Mumbai, a prime retail and entertainment destination in Mumbai. The
project is completed. CRR is in the process of making application for
the operating licenses for the multiplex and the multiplex is expected
to start commercial operation soon.
Sunrise Infotainment Private Limited (SIPL)
M/s Sunrise Infotainment Private Limited is operating the six screens
Multiplex Project at Oberoi Mall, Goregaon Mumbai. The Multiplex is a
part of a mall development at the prime location of suburb Mumbai. The
multiplex was opened for the public on May 8, 2008 and was well
appreciated by public.
PVR bluO Entertainment Limited (PBEL)
PBEL has recently been incorporated as on March 28, 2008 as subsidiary
of your Company pursuant to the Joint Venture entered into with Major
Cineplex Group (Major), a leading and one of the largest film
exhibition and retail entertainment company based out of Thailand, for
carrying out the activities of setting-up and running Bowling Alleys,
Karaoke Centers and Ice Skating Rinks across India.
Pursuant to the Joint Venture Agreement PVR and Major shall hold paid
up share capital of the PBEL in the ratio of 51:49.
PBEL is in process of setting up its first Bowling Alley at Ambience
Mall, Guragon..
The Company has obtained an exemption from the Ministry of Corporate
Affairs Government of India vide its letter no. 47/335/2008-CL-III
dated 28th May 2008 in terms of Section 212(8) of the Companies Act,
1956 from attaching the audited accounts of its subsidiaries for the
financial year 2007-08. In pursuance thereof, the Company undertakes
that annual accounts of the subsidiary companies and the related
detailed information for the year ended March 31, 2008 will be made
available to its investors and subsidiary companies’ investors seeking
such information at any point of time. The annual accounts of the
subsidiary companies are also kept for inspection by any investor at
the Registered Office of the Company and concerned subsidiary
companies. The statement required pursuant to the above referred
approval letters is disclosed after the Consolidated Accounts of the
Company forming part of this Annual Report.
Corporate Governance
It has always been your Company’s endeavor to excel through good
Corporate Governance practices. Corporate Governance is the mechanism
by which the values, principles, policies and procedures of companies
are manifested. Effective Corporate Governance is indispensable to
resilient and vibrant capital markets and investor protection rests on
this foundation. The core value of corporate governance lies in the
principles of integrity, fairness, quality, transparency and
accountability. Your Company complies with all the provisions of
Clause 49 of the Listing Agreement.
A report on Corporate Governance, along with a Certificate from
Practicing Company Secretary and a Certificate from Chairman cum
Managing Director and CFO, have been included in the Annual Report,
detailing the compliances of Corporate Governance norms as enumerated
in Clause 49 of the Listing Agreement.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement, is presented in a
separate section forming part of the Annual Report.
Investor Grievance mail address
Your Company has created the following e-mail ID for redressing the
Investor complaints : cosec@pvrcinemas.com
Directors
During the period, the Board of Directors of your Company has been
further strengthened by induction of Mr. Sanjay Khanna and Mr. Ravi K
Sinha as non executive directors.
In accordance with the provisions of Sections 255 and 256 of the
Companies Act, 1956 and Articles of Association of the company, Mr.
Vikram Bakshi retires by rotation at the ensuing Annual General Meeting
and being eligible, offers himself for re-appointment.
Mr. Amit Burman, Director of the Company, has due to his other
professional commitments, resigned from the Board of Directors of the
Company with effect from 24th January 2008. The Board places on record
its sincere appreciation for the contribution made by Mr. Amit Burman.
Mr. Sumit Chandwani, who was nominated as director on the Board to
represent ICICI Venture Capital and Funds Management Company Limited
(Investors) pursuant to the Shareholder Agreement dated March 12, 2003
executed with the Investors, has ceased to be nominee of the Investors
with effect from October 29, 2007 on Investors diluting its holding
below 5% in the Company. However, Mr. Chandwani is continuing on the
Board as an independent director.
Fixed Deposits
During the year under review your Company has not accepted any fixed
deposits under section 58A of the Companies Act, 1956 read with
Companies (Acceptance of Deposits) Rules 1975.
Auditors and Auditors’ Report
The Statutory Auditors of the Company, M/s. S.R. Batliboi & Co.,
Chartered Accountants, New Delhi, hold office until the conclusion of
the ensuing Annual General Meeting of the Company and are eligible for
re-appointment and have confirmed that their re-appointment if made,
shall be within the limits of Section 224(1B) of the Companies Act,
1956. The Board recommends the re-appointment of S.R. Batliboi & Co.,
Chartered Accountants as Auditors of the Company.
Directors’ Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors’ Responsibility Statement, the
Directors confirm:
i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and no material departures have
been made from the same;
ii) That they had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the
Company for that period;
iii) That they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) That they had prepared the annual accounts on a going concern
basis.
Conservation of Energy, Technology Absorption, Foreign Exchange Earning
and Outgo
A statement giving details of Conservation of Energy, technology
absorption, foreign exchange earnings, and outgo, in accordance with
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, is given as Annexure - I hereto and forms part of this report.
Particulars of Employees
The information as required in accordance with Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, is set out in Annexure ‘II’ to the Directors’
Report. However, as per the provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Report and the Accounts are being sent to all
the shareholders of the Company excluding the aforesaid information.
Any shareholder interested in obtaining such information may write to
the Company Secretary at the Registered Office of the Company.
Acknowledgement
Your Directors thank the Company’s customers/ patrons, vendors,
investors, bankers and financial institutions for their continued
support during the year.
Your Directors also places on records their deep appreciation of the
contribution made by the employees at all levels. Your Company ‘s
consistant growth was made possible by their hard work, integrity,
cooperation and support.
On behalf of the Board
Ajay Bijli
Chairman cum Managing Director
Place : Gurgaon, Haryana
Date : July 31, 2008 |
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| Source : Religare Technova | |
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