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Explore PVR connections « Mar 10
Notes to Accounts Year End : Mar '11
Nature of Operations
 
 PVR Limited is in the business of film exhibition. The Company also
 earns revenue from in-cinema advertisements/product displays and
 in-cinema sale of food and beverages.
 
 1.  Segment Information
 
 Business Segments:
 
 The Company is solely engaged in the business of film exhibition. The
 entire operations are governed by the same set of risk and returns,
 hence, the same has been considered as representing a single primary
 segment. The said treatment is in accordance with the guiding
 principles enunciated in the Accounting Standard – 17 on Segment
 Reporting.
 
 Geographical Segments:
 
 The Company sells its products and services within India with nil
 income from overseas market and do not have any operations in economic
 environments with different set of risks and returns. Hence, it is
 considered operating in a single geographical segment.
 
 2.  Related Party Disclosure
 
 Subsidiaries               CR Retail Malls (India) Limited
 
                            PVR Pictures Limited 
 
                            PVR bluO Entertainment Limited
 
 Key Management Personnel   Ajay Bijli, Chairman cum Managing 
 
                            Director and;
 
                            Sanjeev Kumar, Joint Managing 
 
                            Director
 
 Enterprises having 
 significant                Bijli Investments Private Limited
 influence over the 
 Company                    Priya Exhibitors Private Limited
 
 NOTES:
 
 a) *The Company has availed loans from banks and a body corporate
 aggregating to Rs. 460,494,676 (Previous year Rs.757,105,528) which are
 further secured by personal guarantee of two directors of the Company.
 Loan from SIDBI was further secured by second charge on personal
 properties of a director at Vasant Vihar and Jhandewalan, New Delhi.
 
 b) The above particulars exclude expenses reimbursed to/by related
 parties.
 
 c) No amount has been provided as doubtful debt or advance/written off
 or written back in the year in respect of debts due from/to above
 related parties.
 
 3.  The followings are the details of loans and advances by the
 Company, outstanding at the end of the year in terms of Securities &
 Exchange Board of Indias circular dated January 10, 2003:
 
 4.  Security Deposits (paid) include Rs. 2,832,089 (Previous year Rs.
 2,832,089) recoverable from one party, with whom the Company had
 entered into Memorandum of Understanding for taking office space on
 rent and Rs. 5,890,311 paid to various developers for taking multiplex
 space on lease. The Company has filed legal suit for recovery of the
 aforesaid dues and is hopeful of recovering the same. Hence, no
 provision against the same has been considered necessary.
 
 5.  (a) The Finance Act 2010, amended the definition of the Renting of
 the Immovable Property Service to explicitly provide that the activity
 of the renting itself is a taxable service with retrospective effect
 from 1st June, 2007. The Company has challenged the impugned provisions
 of law by way of a writ petition filed with the Honble High Court of
 Delhi and a stay order is obtained. Also, based on the legal advice
 obtained, the management is confident that the service tax on renting
 of the immovable property is not applicable and hence is not payable.
 In view of this judgment, the service tax on renting of immovable
 properties to the extent of Rs. 141,624,348 (including Rs. 87,303,515
 pertaining to earlier years) (net of service tax credit claimable) not
 paid to the landlords has not been provided during the year.
 
 (b) Service tax amounting to Rs 15,011,689 (including Rs 5,409,585
 pertaining to earlier years) on rental income has been charged from the
 lessees in the current year.
 
 6 A. Amalgamation of erstwhile Leisure World Private Limited with the
 Company
 
 (i) Pursuant to the scheme of Amalgamation of Leisure World Private
 Limited with the Company under Section 391 to 394 of the Companies Act,
 1956, (the scheme of Amalgamation) as sanctioned by the Honble High
 Court of New Delhi vide its Order dated August 19, 2010, the assets and
 liabilities of Leisure World Private Limited were transferred to and
 vested in the Company with effect from the appointed date, i.e. April
 1, 2010. The Company has made necessary filings with the Registrar of
 Companies, NCT of Delhi and Haryana. The Scheme of Amalgamation has
 accordingly been given effect to in these accounts.
 
 (ii) In terms of the Accounting Standard 14 – Accounting for
 amalgamation, issued by the Institute of Chartered Accountants of
 India, the Scheme of Amalgamation is accounted under Purchase method,
 wherein all the assets and liabilities of Leisure World Private
 Limited, have been accounted for in the books on the basis of the fair
 values as on April 1, 2010.
 
 (iii) The Board of the Directors of the Company in their meeting dated
 April 12, 2010 approved the swap ratio to 152 (Rs 10/ - fully paid up)
 equity shares of the Company for every 100 (Rs. 10/- fully paid up)
 equity shares held by the shareholders of Leisure World Private
 Limited(Transferor Company). Accordingly 1,460,112 equity shares were
 issued by the Company to the shareholders of the Leisure World Private
 Limited. These equity shares so allotted by the Company to the
 shareholders of the transferor company rank pari-passu in all respects
 with the existing equity shares of the PVR Ltd. The share capital of
 the Transferor company stands cancelled and extinguished. Pursuant to
 the approved scheme of amalgamation, the authorized share capital of
 the Company stands increased to 36,000,000 equity shares of Rs 10 each.
 
 (iv) Pursuant to the Scheme of Amalgamation approved by the Honble
 High Court, all assets and liabilities of the transferor Company are
 transferred to the Company at fair value and all inter-company
 transactions are eliminated. However, no elimination of inter-company
 transactions has been made for transactions entered upto March 31,
 2010.
 
 (v) As per the Scheme, the excess if any, of the aggregate fair value
 of the assets reduced by the aggregate value of the liabilities as
 recorded by the Company and upon their transfer shall be credited to
 the Amalgamation Reserve which forms the part of the net worth of the
 Company. Accordingly, an amount of Rs.19,336,308 has been credited to
 Amalgamation Reserve forming the part of the Reserve and Surplus of the
 Company. The summary of such Assets, Liabilities and Reserves is as
 below:
 
 (vi) Pursuant to the Scheme of Amalgamation, the bank accounts and
 agreements in the name erstwhile Leisure World Private Limited are in
 the process of being transferred in the name of the Company.
 
 In view of this amalgamation being effective from April 1, 2010, the
 figures for the year ended March 31, 2011 are not comparable with the
 previous years figures.
 
 6B. Amalgamation of erstwhile Sunrise Infotainment Private Limited with
 the Company in the previous year
 
 (i) Pursuant to the scheme of Amalgamation of Sunrise Infotainment
 Private Limited with the Company under Section 391 to 394 of the
 Companies Act, 1956, (the scheme of Amalgamation) as sanctioned by the
 Honble High Court of New Delhi vide its Order dated September 25,
 2009, the assets and liabilities of Sunrise Infotainment Private
 Limited (a Company engaged in the business of film exhibition) were
 transferred to and vested in the Company with effect from April 1,
 2008. The Company had made necessary filings with the Registrar of
 Companies, NCT of Delhi and Haryana. The Scheme of Amalgamation has
 accordingly been given effect to in the accounts in the previous year.
 
 (ii) In terms of the Accounting Standard 14 – Accounting for
 amalgamation, issued by the Institute of Chartered Accountants of
 India, the Scheme of Amalgamation is accounted under Pooling of
 Interest method, wherein all the assets and liabilities of Sunrise
 Infotainment Private Limited, have been accounted for in their book
 values as appearing in the books as on April 1, 2008.
 
 (iii) Goodwill arising out of difference in the acquisition value of
 shares in the merged entity and the book value of shares of the
 Transferor Company had been amortized.
 
 (iv) On the amalgamation of the Transferor Company and Transferee
 Company, the share capital of the Transferor Company was extinguished
 since all the shares of the Transferor Company were held by the
 Transferee Company as its Holding Company. Since the Transferor Company
 was a wholly owned subsidiary of the Transferee Company, no shares were
 issued by the Transferee Company to the shareholders of the Transferor
 Company as a result of amalgamation.
 
 (v) Pursuant to the Scheme of Amalgamation approved by the Honble High
 Court, all assets and liabilities of the transferor company were
 transferred to the transferee company and all inter-company
 transactions were eliminated. However, elimination of inter-company
 transactions were made for transactions entered upto March 31, 2008.
 
 (vi) The credit balance in the Profit and Loss Account of erstwhile
 Sunrise Infotainment Private Limited of Rs. 2,936,870 as at April 1,
 2008 was added to the accumulated surplus of the Company of the
 previous year.
 
 (vii) As per the Scheme, during the period between the Appointed Date
 and the Effective Date, erstwhile Sunrise Infotainment Private Limited
 was deemed to have carried on the existing business in trust on
 behalf of the Company. Further all profits or incomes earned and losses
 and expenses incurred by Sunrise Infotainment Private Limited during
 such period, was for all purposes, be deemed to be profits or incomes
 or expenditure or losses of the Company. Accordingly, the net loss
 after tax incurred by erstwhile Sunrise Infotainment Private Limited
 during the year from April 1, 2008 to March 31, 2009 of Rs. 26,302,193
 has been incorporated in the financial statements of the Company by way
 of an adjustment to the balance of the Profit and Loss Account as at
 March 31, 2008.
 
 (viii) Pursuant to Scheme of Amalgamation approved by the Honble High
 Court of Delhi, the authorized share capital of the Company was
 reclassified as 35,000,000 Equity Shares of Rs. 10 each; 20,000,000
 Preference shares of Rs. 10 each and 5,000,000 5% cumulative Preference
 shares of Rs. 10 each from 30,000,000 Equity shares of Rs. 10 each and
 20,000,000 Preference shares of Rs. 10 each respectively in the
 previous year.
 
 (ix) Pursuant to the Scheme of Amalgamation, the bank accounts and
 agreements in the name erstwhile Sunrise Infotainment Private Limited
 are in the process of being transferred in the name of the Company.
 
 7.  The Company is entitled to exemption from payment of entertainment
 tax in respect of some of its multiplexes, in accordance with the
 scheme of the respective State Governments. In the assessment orders
 for the Assessment years 2006-07 and 2007-08, the Assessing Officer has
 accepted the Companys contention that the amount of entertainment tax
 is a capital receipt by reducing the notional amount of entertainment
 tax from the block of fixed assets while calculating depreciation on
 fixed assets.  However the Companys contention of Entertainment tax a
 capital receipt and the Companys appeal for not setting off such
 capital receipt from the value of fixed assets has been rejected by
 Commissioner of Income Tax (Appeals) and the Company has filed appeals
 against the order of CIT (Appeals) before the Honble Income Tax
 Appellate Tribunal, Delhi in respect of these years.  Till the time the
 appeal is pending, provision for current income tax and deferred tax
 liabilities for the current year and earlier years has been made based
 on the Companys position of treating the entertainment tax as a
 capital receipt and reducing the notional amount of entertainment tax
 from the block of fixed assets while calculating depreciation on fixed
 assets . Had the Company made the income tax provision based on the CIT
 (Appeals) order, the advance payment of income tax and deferred tax
 liability would have been lower by Rs. 192,389,520 each. There is no
 material impact in the Profit before tax of the current year.
 
 8.  The asset of Rs. 60,385,329 (Previous year Rs.16,200,000)
 recognized by the Company as MAT Credit Entitlement Account under
 Loans and Advances represents that portion of MAT liability, which
 can be recovered and set off in subsequent years based on provisions of
 Section 115JAA of the Income Tax Act, 1961. The management, based on
 the present trend of profitability and also the future profitability
 projections, is of the view that there would be sufficient taxable
 income in foreseeable future, which will enable the Company to utilize
 MAT credit assets.
 
 9.  Gratuity plan:
 
 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.
 The scheme is funded with an insurance company in the form of a
 qualifying insurance policy.
 
 The following tables summarize 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 gratuity plan.
 
 The weighted average share price at the date of exercise for stock
 options was Rs. 167.73.
 
 Stock Options granted:
 
 There were no stock options granted during the current and the previous
 year and thus weighted average fair value of stock options has not been
 disclosed.
 
 The options in earlier years were granted on then prevailing market
 price of Rs. 88. As a result, there is no expense to be recorded in the
 financial statements.
 
 In March 2005, the ICAI has issued a guidance note on Accounting for
 Employees Share Based Payments applicable to employee based share
 plan, the grant date in respect of which falls on or after April 1,
 2005. The said guidance note requires the Proforma disclosures of the
 impact of the fair value method of accounting of employee stock
 compensation accounting
 
 10.  Leases
 
 i) Rental expenses in respect of operating leases are recognized as an
 expense in the Profit and Loss Account and Pre- Operative Expenditure
 (pending allocation), as the case may be.  Operating Lease (for assets
 taken on lease) Disclosure for properties under non cancellable leases,
 where the Company is carrying commercial operations is as under:
 
 ii) Rental income/Sub-Lease income in respect of operating leases are
 recognized as an income in the Profit and Loss Account and netted off
 from rent expense, as the case may be.
 
 Operating Lease (for assets given on lease)
 
 The Company has given various spaces under operating lease agreements.
 These are generally cancellable on mutual consent and the lessee can
 vacate the rented property at any time. There is no escalation clause
 in the lease agreement.
 
 11.  During the year, the company has written off certain debtors
 amounting to Rs. 12,671,744 on account of non recovery of the same.
 These amounts have been charged off to profit and loss account in
 earlier years.
 
 12.  Other current assets include an amount of Rs. 22,778,611 which
 represents amount of entertainment tax recoverable from the Government
 of Uttar Pradesh in respect of its multiplexes at Allahabad and Lucknow
 which commenced operations effective from 5th March 2010 and 10th
 September, 2010 respectively. The Company has received the amounts in
 respect of Rs 8,995,297 subsequent to year end and is hopeful of
 recovering the balance in accordance with the Uttar Pradesh State
 Government Order no. 101/2009-10.
 
 13.  Contingent Liabilities (not provided for) in respect of:
 
                                      March 31, 2011   March 31, 2010
 
                                            (Rs.)         (Rs.)
 
 a) Labour cases pending *              Amount not      Amount not
 
                                      ascertainable   ascertainable
 
 b) Claims against the Company 
 not acknowledged as debts               2,809,468 
 (the Company has paid under 
 protest an amount of Rs. 1,998,809
 (Previous year Rs. 3,578,441) 
 which is appearing in the Schedule
 of Loans and Advances)**                               4,188,073
 
 c) Corporate guarantee given 
 against the loan of 
 Rs. 500,000,000 sanctioned by a 
 financial institution to the 
 subsidiary, to the extent of 
 loan drawn.                                          429,582,995
 
 d) Show cause notices raised by 
 Service tax Commissionerate, 
 New Delhi for non-levy of Service 
 tax on invoices. (the Company has 
 already paid an amount of 
 Rs.1,900,334 prior to the issuance 
 of show cause notice which is
 appearing in the Schedule of 
 Loans and Advances)**                  18,432,861     18,432,861
 
 e) Appeals filed by the Company 
 with Commissioner of Income Tax
 (Appeals) and Income Tax Appellate 
 Tribunal with regard to certain 
 expenses disallowed by the 
 assessing officer in respect
 of financial year ended March 
 31, 2008, 2007, 2006 respectively. 
 (the Company has paid an amount 
 of Rs. 73,255,899 which is appearing 
 in the Schedule of Loans and 
 Advances)**                           114,260,843      5,502,471
 
 f) Appeal filed by the Company 
 against the order of Municipal
 Corporation of Greater Mumbai 
 against the demand of
 property tax for a multiplex 
 at Mumbai.**                           14,773,264     10,731,694
 
 *In view of the large number of cases pending at various forums/courts,
 it is not practicable to furnish the details of each case.
 
 **Based on the discussions with the solicitors/meeting the terms and
 conditions by the Company, the management believes that the Company has
 a strong chance of success in the cases and hence no provision there
 against is considered necessary.
 
 * As the future liability of gratuity and leave encashment is provided
 on an actuarial basis for the Company as a whole, the amount pertaining
 to the director is not included above.
 
 *excluding provident fund contribution of Rs. 2,246,400 (Previous year
 Rs. 2,246,400).
 
 ** including Rs. 4,992,000 (Previous year Rs. 4,992,000) charged to
 pre-operative expenses. The said amount does not include provident fund
 contribution of Rs. 374,400 (Previous year Rs. 374,400).
 
 The Ministry of Corporate Affairs (MCA), Central Government vide letter
 dated April 5th, 2010 had approved remuneration of Rs. 14,500,000 to
 Mr. Ajay Bijli, Chairman cum Managing Director (CMD) of the Company for
 the period 01.04.2008 to 31.03.2009 as against Rs. 19,719,949 paid
 during the said period. A representation has been made to MCA, Central
 Government for approval of the excess remuneration of Rs. 5,219,949 (as
 approved by the Remuneration Committee and shareholders of the Company)
 and the approval of the Central Government is awaited.
 
 The MCA, Central Government vide another letter dated April 5th, 2010,
 had approved annual remuneration to CMD for the period 01.04.2009 to
 31.03.2012 shall be as per last years remuneration i.e Rs. 19,719,949
 (including contribution to provident fund). The Company has filed a
 representation to the Central Government for seeking approval for
 waiver of excess amount of remuneration of Rs. 1,628,903 per annum
 (excluding contribution to provident fund) paid to CMD during the
 period 01.04.2009 to 31.03.2010 and 01.04.2010 to 31.03.2011.
 
 Remuneration of Rs. 9,984,000 (excluding contribution to provident
 fund) paid to the Joint Managing Director (JMD) during the financial
 year 2010-11 is within the limits prescribed under Schedule XIII to the
 Companies Act, 1956. The remuneration paid for the financial year
 2009-10 was short of the approvals by Rs.7,584,000 for which the
 approval has been received in the current year.
 
 14. In view of the diverse nature of the food and beverages items (each
 being less than 10% in value of the total turnover of the Company)
 being sold by the Company, it is not practicable to give the
 quantitative details thereof. All items of food and beverages are
 indigenously procured.
 
 15.  i) The Board of Director of the Company had recommended a dividend
 of Re. 1/- per share at its meeting held on May 28, 2010 subject to the
 approval of the shareholders at the annual general meeting and
 accordingly made an appropriation of Rs. 25,624,330 and Rs.  4,354,855
 towards proposed dividend and dividend distribution tax respectively.
 The company has increased the appropriation by Rs.  1,499,312 for
 dividend and Rs. 150,043 for dividend distribution tax pertaining to
 dividend on shares allotted subsequent to March 31, 2010 but before the
 record date. The same has been disclosed under the current year
 appropriation.
 
 iii) Final Dividend of Rs 1/- per share (i.e. 10% on equity share of
 face value of Rs 10/- each) for the year ended March 31, 2010 was
 approved by the shareholders in Annual General Meeting held on
 September 27, 2010 and same was paid in the current year except for Rs.
 61,021 lying in unpaid dividend account.
 
 iii) Proposed Dividend of Re 1/- per share (i.e. 10% on equity share of
 face value of Rs 10/- each) for the year ended March 31, 2011 has been
 approved by the Board of Directors in the meeting held on May 27, 2011
 subject to the approval of shareholders in Annual General Meeting. The
 Company has also transferred 2.5% of the current year profits to
 general reserves.
 
 16.  (a) The board of directors in its meeting held on May 27, 2011
 approved buy back of Companys own share from the open market for a sum
 up to 10% of its paid up equity share capital and free reserves.
 
 (b) The Board of Directors of the Company in its meeting held
 subsequent to year end on 5th May, 2011 approved the sale of its
 investments in the shares of its subsidiary company CR Retail Mall
 (India) Ltd for a consideration more than the cost of investments
 
 17.  a) The Company has during the year started commercial operations
 at LDA Lucknow, Ahmedabad and Chennai. Hence, current years figures
 are not strictly comparable with those of the previous year.
 
 b) Previous years figures have been re-grouped where necessary to
 conform to current years classification.
Source : Dion Global Solutions Limited
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