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Pyramid Saimira Theatre Directors Report, Pyramid Saimira Reports by Directors
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Pyramid Saimira Theatre
BSE: 532791|NSE: PSTL|ISIN: INE165H01018|SECTOR: Media & Entertainment
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Pyramid Saimira Theatre is not traded in the last 30 days
Pyramid Saimira Theatre is not traded in the last 30 days
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Directors Report Year End : Jun '09
The Directors are pleased to present their report on the business and
 operations of your Company for the 15 months ended June 30, 2009.
 Financial Results
 
 An overview on financial performance of the company:
 
                                         (Rs. in lakhs)
 
                                     For the year     For the year
 Particulars                         ended            ended
                                     June 30, 2009   March 31,2008 
                                     (15 Months)
 
 Total Income                         78566.22        74930.59
 
 Operating Expenditure                70344.71        63510.39
 
 Profit Before Interest,              8221.51         11420.20
 
 Depreciation and Tax                 3218.41         881.50
 
 Interest                             1682.75         1118.99
 
 Depreciation & Amortisation          2215.70          -
 
 Impairment of Assets                 7110.26          -
 
 Loss on forex fluctuation exchange   (6005.50)        9419.71
 
 Profit Before Tax (LOSS)             789.71           3632.34
 
 Provision for Tax                    (6795.31)        5787.37
 
 Net Profit for the year(LOSS)         7306.45         1519.08
 
 Balance brought forward from 
 previous year                         7694.22         -
 
 Less: Prior Period Item-Impairment of assets
 
 Amount available for appropriation    (7183.08)      7306.45
 
 Appropriations                          NIL           NIL
 
 Balance carried to the Balance Sheet (7183.08)        7306.45
 
 Earning per share (Basic)            (13.28)          20.47
 
 Earning per share (Diluted)          (6.60)           14.52
  
 
 Results of Operations
 
 The company suffered heavy set back during the period under review, due
 to overall recessionary trend across the industry.
 
 For the 15 months ended 30th June 2009 the total income earned by the
 company was Rs.785.66 crores, marginally higher by 5% compared to
 previous year of 12 months. As the subsidiaries and joint ventures are
 in different stages of closure of Accounts, we have not consolidated
 the Accounts and hence published the results on a stand alone basis.
 Further the board has decided to treat all the associated business as
 pure financial investments and these companies have also been
 segregated management wise. These companies have received / in the
 process of receiving fresh investment from third parties. Further board
 has also authorized to use these investments for settling the debts of
 the company.  Part of investments in these companies will also be
 distributed to the shareholders of the company free of cost.
 
 Profit before adjustment of extraordinary items was at Rs 33.20 Crores,
 equal to 4.23% of the total income. The Company has provided for
 erosion in value of investments and notional loss on account of
 fluctuation in foreign exchange.
 
 Business Overview
 
 A separate section on Management Discussion and Analysis has been
 annexed to the Corporate Governance Report under Clause 49 of the
 Listing Agreements. The board has disclosed all the relevant points for
 better appreciation of members. In the business overview the following
 points are provided:-
 
 - Problems company faced and is facing due to Income tax attachment
 
 - Problems / note on SEBI proceedings against the company
 
 - What went wrong in the company business model and what steps the
 board implementing/ proposing to implement for revival of the business.
 
 Dividend
 
 Your Directors have not recommended any dividend for the year under
 review. Considering the recessionary trends and provision for
 extraordinary items your directors could not declare any dividend.
 
 Capital & Finance
 
 Share Capital
 
 During the period under review, one of the promoters for whom the
 Company had allotted Warrants in October 2007, had exercised his option
 to convert 1,485000 warrants into equity shares at Rs 310/ per share.
 
 Convertible Warrants
 
 Pursuant to the resolution passed by the members at the annual general
 meeting held on 29* September 2007, the company has allotted 36,40,000
 warrants on 22nd October 2007, convertible into equal no of equity
 shares of Rs. 10/- each at a conversion price of Rs.310/- (Rupees three
 hundred ten only) per share, at any time during 18 months from the date
 of allotment of the warrants. The company has received an amount of
 Rs.l 1,28,40,000/- on date of allotment of warrants from the allottees
 being 10% of the total price payable on conversion. The Warrant holder
 exercised his option to convert 1485000 warrants into equity shares at
 Rs 310 per share. The balance amount of 10% advance amount was
 forfeited which amounts to Rs 6,98,34,668 taken to miscellaneous
 income.
 
 Public Deposits
 
 Your Company had not accepted any fixed deposits and, as such, no
 amount of principal or interest was outstanding as of the balance sheet
 date.
 
 Responsibility Statement of Board of Directors
 
 As per requirement under Section 217 (2AA) of the Companies Act, 1956
 and based on the representations received from the operating
 management, the directors here by confirm that:
 
 (i) - in the preparation of the annual accounts for the financial
 period of 15 months ended 30th June 2009, the applicable accounting
 standards had been followed along with proper explanation relating to
 material departures;
 
 (ii) the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are
 
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 profit or loss of the company for that period;
 
 (iii) the Directors have 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 to prevent and/or detect fraud and other
 irregularities;
 
 (iv) the Directors have prepared the accounts for the period under
 review on a going concern basis.
 
 Corporate Governance
 
 A report on Corporate Governance as stipulated under Clause 49 of the
 Listing Agreement with the Stock Exchanges forms part of the Annual
 Report.
 
 Certificate of Auditor on Compliance with Corporate Governance
 
 A certificate from the Auditor of the Company on compliance with
 Corporate Governance guidelines as stipulated in Clause 49 of the
 Listing Agreements with the Stock Exchanges is annexed and forms part
 of this report.
 
 Subsidiary/ Joint Venture Companies and Consolidated Financial
 Statements
 
 The following companies, classified as Subsidiaries, joint ventures and
 investments.  Joint Venture:
 
 > Pyramid Saimira Theatre Chain (M) Sdn. Bhd., Malaysia
 
 > Pyramid longzhe culture & Theatre co Ltd, China
 
 Investments:
 
 > Pyramid Saimira Entertaiment Limited, Singapore
 
 > Dimples Cine Advertising Pvt. Ltd., India
 
 > Pyramid Saimira Production International Limited, India
 
 > Pyramid Saimira Production Services Limited, India
 
 > Pyramid Saimira Entertainment America
 
 Subsidiary
 
 - Pyramid Saimira Content Distribution Private Limited
 
 As the Closure of Accounts of the above JVs Investments and
 subsidiaries at different stages, we have furnished financials of
 Pyramid Saimira Theatre Limited only. During the period under review,
 your company has written off some of the investments
 
 - Rs 23.66 Crores out of the proposed investments made in the Joint
 Venture, PSTC, Malaysia due to loss incurred on purchase of contents
 was written off, as per Board Resolution(USD5920000 @ Rs 39.97)
 
 - Rs 53.28 crores were written off from the investment proposed in PSEA
 due to loss incurred on content purchased as per the Board
 Resolution.(USD 13330000@Rs 39.97)
 
 - Rs 13.65 Crores written off from the investment made in M/S Aurona
 Technologies Ltd, London due to serious liquidity crunch and
 depreciation of UK Sterling Pounds.
 
 - Rs 8.5 Crores out of the proposed investment made in a DTH Company
 through PSEA and SPIZE TV
 
 - The total impairment of investments amount to Rs 99.09 Crores
 
 Sharing of Investments
 
 The Company, though facing lot of liquidity and legal problems, has
 decided in the Board Meeting held on 20th February 2010, to issue
 shares of the companies in which PSTL has invested, to the existing
 shareholders, Creditors including Banks and FCCB Holders of PSTL at an
 agreed ratio
 
 Internal Check/Control
 
 During the period under review, the Income Tax Department, by an order
 has attached all the Bank Accounts and Receivables across the country.
 Due to the IT attachment, the Company could not access the revenue
 generation and account books of the theatres as the latter resorted to
 running of the exhibition on their own and submitting periodical
 memorandum statements to the company. The company has to rely on such
 statements for revenue recognition. Our checks and balances and the
 vigilance were at stake during the period under review. We have pleaded
 with the IT department to invoke the attachments to re-rail our
 operations.
 
 SEBI Ban Order
 
 On 10th November 2009, SEBI has issued an order banning the Company
 from accessing the Capital Market in any form for 7 years. Ths Company
 has appealed to Securities Appellate Tribunal (SAT).
 
 Pending Legal Cases
 
 Due to IT Attachment and SEBI Ban, the company was forced to face lot
 of legal entanglements and failure to meet its commitments to creditors
 and Bankers. We are furnishing a list of pending legal cases as
 detailed below
 
 List of Pending Legal Proceedings and Orders against the
 company PSTL - including Tax authorities
 
 S.No:      Party/Company   In the Matter of   Pending in
 
 1       IT Department 4th 
         Dec 2008           Income Tax-
                            attachment          High Court, 
                                                Madras
 
 2       IT Department 6th    
         March 2009        Revised Return        CIT
 
 3       3rd Aug 2009      Income Tax - Appeal   HC,Madras
 
 4       26th Nov 2009     New Garnishee Order   ITO
 
 6       11th Jan 2010     Revised return
                           assessment            ITO
 
 7       23rd Apr 2009     ESOP and others       SEBI
 
 8                        Seven Years Ban        SEBI
 
 9                        Appeal                 SAT
 
 10                       Investors appeal       SAT
 
 11                       Show cause notice
 
 12    Patni             Winding up             HC, Madras
 
 13   Indus Ind Bank     Winding up             HC, Madras
 
 14   FCCB-part          Winding up             HC, Madras
 
 15   First Leasing      Winding up             HC,Madras
 
 16   First Leasing      Arbitration 
                         application            HC, Madras
 
 
 
 Party/Company               Current Status
 
 IT Department 4th Dec 2008  Disposed on 30th Apr 2009 with an 
                             order of removing Garnishee with the
                             Banks where the company has 
                             Overdraft or Term Loan
                             Provisions
 
 IT Department 6th March2009 Ordered by the Commissioner during 
                             June 2009 to assess the revised
                             return
 
 3rd Aug 2009                Disposed with an order to 
                             remove the Garnishee
 
 26th Nov 2009               Assessment by ITO was ordered 
 
 11th Jan 2010               Ordered to pay 50% of the pending
                             liability by the Assessment Officer
 
 23rd Apr 2009               Final Order is pending
 
                             Posted on 30th March 2010 
 
                             Posted on 30th March 2010
 
                             to be replied
 
 Patni                       pending for disposal
 
 Indus Ind Bank              pending for disposal
 
 FCCB- part                  pending for disposal
 
 First Leasing               pending for disposal
 
 First Leasing               disposed with an order of 
                             appointment of Advocate 
                             commissioner
 
 
 
 S.No:      Party/Company   In the Matter of   Pending in
 
 17         First Leasing   Not to Alienate 
                            from the property  HC, Madras
 
 18         First Leasing   Garnishee order 
                            of Receivable      HC,Madras
 
 19         First leasing   Attachment Petition HC,Madras
 
 20         11th Feb 2010.  State Bank of 
                            Partial             DRT-1
 
 21                         Indus Ind Bank      DRT-1
 
 22                         Axis Bank           DRT-1
 
                                             Magistrate Court
 23             138         Patni Financial  Saidapet
                            Services         
 
                                             Magistrate Court
 24             138         First leasing    Egroore
 
 25             138         Colour Chips     Magistrate Court
                                             -Hyd
 
 26  Ambur Murugan          Damage Suit      HC,Madras
 
 
 Party/Company               Current Status
 
 First Leasing           Interim Injunction was granted 
 
 First Leasing           Interim Injunction was granted
 
 First leasing           pending for disposal
 
 11th Feb 2010           pending for disposal
 
                         Admission of Petition
 
                         Admission of Petition
 
 138                     pending for disposal
 
 138                     pending for disposal
 
 138                     pending for disposal
 
 Ambur Murugan           Dismissed
 
 
 Dues to Banks
 
 As the Company was stalled to operate in all respects, the Banks were
 not serviced regularly and due to the same, some of the Banks have gone
 legally against the company vide the list above. We conducted Bankers
 Meet three times during the period under review and presented draft CDR
 Proposal to the Banks. We look forward to the Banks for a positive
 response soon. The following table depicts the Principal payable to the
 Banks.
 
 SI.No   Name of the Bank       Rs Lakhs
 
 I       UCO Bankl              200.00
 
 2       Punjab National Bank   1082.00
 
 3       Federal Bank Ltd       1440.00
 
 4       State Bank of Patiala  480.00
 
 5       Syndicate Bank         480.00
 
 6       BankofRajasthan        200.00
 
 7       Union Bank of India     500.00
 
 8       Indus Ind Bank Ltd-CC  100.00
 
 9       Axis Bank Ltd          1250.00
 
 10      Barclays Bank Ltd      430.00
 
 11      Bank of India          5000.00 
 
 12      Indus Ind Bank Ltd-TL  135.00
 
 13      ICICI Term Loan       200.00
 
                              12497.00
 
 Statutory Dues
 
 Due to liquidity crunch and the IT attachment the Company could not pay
 the statutory dues in time and pending for a long time. It includes
 TDS, Provident Fund and Professional Tax, totaling a sum of Rs 600
 Lakhs
 
 Directors
 
 Since the last Annual General Meeting, the following changes have taken
 place in the Board of Directors: 
 
 (1) Mr. Nirmal Kotecha, Director, resigned from the Board on 17th
 November 2008 
 
 (2)Mr. N. Venkatraman, Director resigned from the Board with effect
 from 24* Feb 2009
 
 (3)Mr. N.Narayanan, Director of the company was appointed as Chairman
 from 27* May 2009 
 
 (4)Mr. P S Saminathan was re-appointed as Managing Director with effect
 from 29 September 2009 
 
 (5)Mr. Seetharaman, has joined as Independent Director with effect from
 28th October 2009 
 
 (6)Mr. G Ramakrishnan, Director resigned from the Board with effect
 from 31st January 2010
 
 (7) Mr. K. Natarahjan, Director resigned with effect from 20th February
 2010
 
 (8)Mr. K.S.. Kasiraman, Independent Director resigned from the Board
 with effect from 20 February 2010
 
 (9)Mr. Sugumaran joined the Board as Independent Director, with effect
 from 20th February 2010
 
 Auditors
 
 Mr. R. Mugunthan, Chartered Accountant, Statutory Auditor of the
 company is retiring at the forthcoming Annual General Meeting and is
 eligible for re-appointment.
 
 Reports of the statutory auditor on the stand-alone accounts for the
 period ended 30th June 2009 contain some qualification which are due to
 stalemate status of the operations and are not irreversible.
 
 Particulars of Employees
 
 Particulars of employees as required under the provisions of Section
 217 (2A) of the Companies Act, 1956, read with the Companies
 (Particulars of Employees) Rules, 1975 is forming part of this Report
 as Annexure. In terms of section 219( 1 )(i v) of the Companies Act,
 1956 the report is being sent with out attaching the annexure. But it
 is available for inspection at the registered office during working
 hours for a period of twenty-one days before the date of the annual
 general meeting. If, any shareholder is interested for a copy of the
 same, he may write to the company secretary at the registered office.
 
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo
 
 The particulars as prescribed under section 217(l)(e) of the Companies
 Act, 1956 read with the Companies (Disclosure of Particulars in the
 Report of Board of Directors) Rules, 1988, is attached to this report
 as Annexure.
 
 SIGNIFICANT EVENTS AFTER FINANCIAL YEAR
 
 New Investor- M/s RDB Industries Kolkatta
 
 In October 2009, M/s RDB Industries Limited Kolkhatta has joined our
 Production Entity, Pyramid Saimira Production International Limited as
 a 40% stake holder. The company is rechristened as Regent Saimira
 Entertainment Limited (RSEL) and is functioning under a newly
 constituted Board of Directors. The Company, on a conservative estimate
 plan to produce 12 movies in the year 2010-11.
 
 ACKNOWLEDGEMENT
 
 The Directors are thankful to the members, investors, customers,
 vendors and bankers for their confidence and continued support extended
 to the company during the most difficult and critical period. The
 directors are grateful to the Central and State Governments, Securities
 and Exchange Board of India, Reserve Bank of India and other
 Government/ Regulatory Authorities for their continued support.
 
 The Directors would like to express their sincere thanks to the Film
 Producers Council, Distributors Associations and various other agencies
 associated with film Industry and place on record the support extended
 by them.
 
 The Directors also place on record their appreciation to all the
 employees for their commendable contribution at various levels
 particularly during the difficult period.
 
                           For and on behalf of the Board
 
 Chennai                         P S Saminathan
 
 25th October 2009              Managing Director
Source : Dion Global Solutions Limited
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