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.
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