Annual General
Meeting
NOTICE is hereby given that the Fifteenth Annual office upto the date of this Annual General
General Meeting of PVR Limited will be held at The Meeting and in respect of whom the
Claremont Hotel & Convention Centre, Aaya Nagar, Company has received a notice in writing
Mehrauli Gurgaon Road, New Delhi – 110 030 on from a member under Section 257 of the
Monday, 27th day of September, 2010 at 10.30 A.M. to Companies Act, 1956 pr oposing the
transact the following business: candidature of Mr. Vicha Poolvaraluk for the
office of Director, be and is hereby appointed
ORDINARY BUSINESS as a Director of the Company, liable to retire
1. To receive, consider and adopt the Audited Balance by rotation.”
Sheet as at 31st March, 2010 and the Profit and 7. To consider and if thought fit, to pass with or
Loss Account for the year ended on that date and without modif ication(s) the f ollowing
the Reports of the Directors and the Auditors resolution as an Special Resolution:
thereon.
Granting of options under the PVR
2. To declare Dividend on Equity Shares for the ESOP 2008 scheme to an employee of
Financial Year 2009-10. the wholly owned subsidiary namely CR
3. To appoint a Director in place of Mr. Sanjay Khanna Retail Malls (India) Limited.
who retires by rotation and being eligible offers “RESOLVED THAT pursuant to the
himself for re-appointment. provisions of Section 81(1A), and all other
4. To appoint a Director in place of Mr. Ravi K. Sinha applicable provisions, if any, of the Companies
who retires by rotation and being eligible offers Act 1956, the Memorandum and Articles of
himself for re-appointment. Association of the Company and subject to
such other a pprovals, permissions and
5. To appoint Auditors and to fix their remuneration. sanctions as may be necessary and subject
SPECIAL BUSINESS to such conditions and modifications as may
be prescribed or imposed while granting such
6. To consider and if thought fit, to pass with or approvals, permissions and sanctions, the
without modification(s) the following resolution consent of the Company be and is hereby
as an Ordinary Resolution: accorded to the Board of Directors of the
Company (hereinafter referred to as “the
“RESOLVED THAT Mr.Vicha Poolvaraluk, who Board” which term shall be deemed to
was co-opted as an Additional Director of the include an y Committee , including the
Company on 29th January, 2010 under Section Compensation Committee which the Board
260 of the Companies Act, 1956 and who holds has constituted to exercise its powers, 1
PVR Limited
including the powers, conferred by this Meeting are requested to send a certified copy of
resolution), to create, offer, issue and allot at the Board Resolution authorizing their
any time to or to the benefit of an employee representatives to attend and vote on their behalf
of CR Retail Malls (India) Limited the wholly at the meeting.
owned subsidiary of the Company for the
3. In order to determine the entitlement for payment
issue of 20,000 options ex ercisable into
of Dividend, the Register of Members and Share
20,000 equity shares of face value of Rs. 10/-
Transfer Books of the Company shall remain
each by the Company (within the overall
closed fr om 20 th September, 2010 to 27 th
ceiling of 20,000 equity shar es of the
September, 2010 (both days inclusive).
Company) under Employee Stock Option
Scheme in one or mor e tranches, and on 4. Queries, if any, regarding accounts may
such terms and conditions as may be fixed please be sent to the Company Secretary
or determined by the Board in accordance at least 10 days before the date of Annual
with the provisions of the law or guidelines General Meeting so as to enab le the
issued by the relevant Authority. Each option Company to keep the information ready.
would be exercisable for entitlement of one
5. Members who hold shares in dematerialized form
Equity share of a face value of Rs.10 each
are requested to bring their DP ID and Client ID
fully paid-up on payment of the requisite
numbers for easy identification of their attendance
exercise price to the Company.”
at the meeting.
“RESOLVED FURTHER THAT the 6. Members holding shares in Demat/physical form
number of options that may be granted to are requested to notify any change in address, bank
an employee of the then M/s CR Retail Malls mandates, if any, to the Company’s Registrar and
(India) Ltd a wholly owned subsidiary of the Share Transfer Agent Kar vy Computershare
company in any financial year under the Private Limited, by mail or at their address at Plot
Scheme mentioned above shall not exceed No. 17-24,Vittal Rao Nagar, Madhapur, Hyderabad
20,000 equity shares and in aggregate shall – 500 081.
not exceed 0.078% of the issued and paid up
capital of the Company at the time of grant 7. Members are requested to bring their
of options.” Attendance Slips along with copy of Annual
Report to the Meeting, as the same will not
By Order of the Board be distributed in the meeting.
For PVR Limited
8. As per the pr ovisions of the Companies
Act, 1956, facility for making nomination is available
to the shareholders in respect of the shares held
Place: Gurgaon N. C. Gupta
by them.
Date: 30th July, 2010 Company Secretary
9. Members/ Proxies may also please note that
only Tea/Coffee will be served and no Gift
NOTES: will be distributed at the venue of Annual
General Meeting or elsewhere.
1. A MEMBER ENTITLED TO ATTEND
AND VOTE AT THE MEETING IS 10. Children who are not members of the
ENTITLED TO APPOINT A PROXY TO Company would not be allowed to attend
ATTEND AND TO VOTE INSTEAD OF the Annual General Meeting.
HIMSELF. THE PROXY NEED NOT BE
A MEMBER OF THE COMPANY. THE 11. Documents relating to any of the items mentioned
PROXY FORM DUL Y STAMPED, in the Notice are open for inspection at the
COMPLETED AND SIGNED SHOULD Registered Office of the Company on any working
REACH THE REGISTERED OFFICE OF day during business hours prior to the date of
THE COMPANY NOT LATER THAN 48
meeting and also at the meeting.
HOURS BEFORE THE TIME FIXED FOR
THE COMMENCEMENT OF THE By Order of the Board
MEETING. THE PR OXY FORM IS For PVR Limited
ENCLOSED HEREWITH.
2. Corporate members intending to send their Place: Gurgaon N. C. Gupta
authorized representatives to attend the Date: 30th July, 2010 Company Secretary
2
EXPLANATORY STATEMENT PURSUANT TO Vested options that may lapse due to non-
SECTION 173(2) OFTHE COMPANIES ACT, 1956 exercise or unvested options that may get
cancelled due to resignation by the employee
ITEM NO. 6 or otherwise, would be available for re-grant
Mr. Vicha Poolvaraluk is 46 years of age and is presently at a future date as may be decided by the
Director and Chairman of the Excutive Committee of Board or its committee.
Major Cineplex. He has completed his Master’s Degree In case of any corporate action (s) such as
in Business Administration from the U.S. International rights issues, bonus issues, merger and sale
University of San Diego, USA. Mr.Vicha Poolvaraluk was of division and others, a fair and reasonable
appointed as an Additional Director on the Board of the adjustment will be made towards the options
Company with effect from 29 th January, 2010 under granted. Accordingly, if any additional equity
Section 260 of the Companies Act, 1956 and holds office shares are issued by the Company to the
upto the commencement of this Annual General Meeting. Option Grantee(s) for making such fair and
The Company has received Notice under Section 257 reasonable adjustment, the ceiling of 20,000
of the Companies Act, 1956 from a shar eholder equity shares shall be deemed to be increased
proposing the name of Mr.Vicha Poolvaraluk as Director to the extent of such additional equity shares
of the Company. The Board considers it desirable that issued.
the Company should continue to avail services of
Mr. Vicha as Director of the Company. 2. Identification of classes of employees
entitled to participate in the Employee
The Board recommends the resolution at item no. 6 for Stock Option Scheme(s):
the approval of the Shareholders.
Mr. Rakesh Kaul a the then employee of the
Mr. Vicha Poolvaraluk is interested in this resolution to company’s subsidiary, M/s CR Retail Malls
the extent of his appointment as Director is concerned. (India) Ltd is entitled to be granted 20,000
No other Director of the Compan y is in an y way options under the Employee Stock Option
concerned or interested in the proposed resolution. Schemes of the company.
ITEM NO. 7 3. Transferability of emplo yee stock
options
Granting of Options under the PVR ESOP 2008
scheme to Mr. Rakesh Kaul an employee of the The stock options granted / to be granted to
then wholly owned subsidiary namely “CR Retail Mr. Rakesh Kaul a the then employee of the
Malls (India) Limited” wholly owned Subsidiary M/s CR Retail Malls
(India) Ltd will not be transferable to any
The Company appreciates the critical role played in the person and shall not be pledged,
organizational growth by its employees and employees hypothecated, mortgaged or otherwise
of subsidiary Companies and believes that the value alienated in any manner. However, in the event
created by its people should be shared with them. To of the death of an emplo yee, while in
promote the culture of employee’s ownership in the employment, the right to exercise all the
company, approval of the shareholders is sought for issue, options granted to him till such date shall be
vesting and exercise of options by the company to one transferred to his legal heirs or nominees.
of the employee of its subsidiary Company namely “CR
Retail Malls (India) Limited”. 4. Requirements of vesting and period of
vesting:
The main features inter-alia of the PVR ESOP 2008
Scheme are as under: The options granted/ to be granted shall vest
so long as the employee continues to be in
1. Total number of options to be granted: the employment of the Company/subsidiary
company. The Compensation Committee/
A total of 20,000 of options would be available
Board may, at its discretion, lay down certain
for being granted to Mr. Rakesh Kaul an eligible
performance metrics on the achievement of
employee of the Company’s subsidiary CR Retail
which, the granted/to be granted options
Malls (India) Ltd under Employees Stock Option
would vest and exercised. The detailed terms
Schemes. Each option when exercised would be
and conditions relating to such performance-
converted into one Equity share of Rs. 10 each
based vesting, the period over which and the
fully paid-up.
proportion in which the options granted/ to
be granted would vest as may be specified 3
PVR Limited
in the stock option grant documents (subject to any specific employee of the Subsidiary
to the minimum and maximum vesting period company under the Scheme shall not exceed 1%
as specified below). of the issued ca pital (excluding outstanding
warrants and conversions) of the Company at the
The options would vest not earlier than one
time of grant of options.
year and not later than ten years from the
date of grant of options. The exact proportion 9. Disclosure and Accounting Policies:
in which and the exact period over which The Company shall comply with such applicable
the options would vest would be determined disclosure and accounting policies as may be
by the Compensation Committee / Board, prescribed by the concerned Authorities from
subject to the minimum vesting period of one time to time.
year from the date of grant of options.
10. Method of option valuation
5. Exercise Price:
To calculate the employee compensation cost,
The options have been granted at the closing the Company shall use the Intrinsic Value
market price of the equity shar es of the Method for valuation of the options granted/to
company a day prior to the date of meeting be granted.
of the Compensation Committee/ Board in
The diff erence betw een the emplo yee
which the options were granted @ Rs. 88/-
compensation cost computed using the Intrinsic
per option.
Value Method and the cost that shall ha ve
6. Exercise Period and the pr ocess of been recognized if the FairValue Method had been
Exercise: used, shall be disclosed in the Directors’ Report
and also the impact of this difference on profits
The ex ercise period w ould expir e on and on Earnings per Share of the Company shall
completion of two years from the date of also be disclosed in the Dir ectors’ Report if
vesting of options. required.
The options will be ex ercisable by the In accordance with special Resolution passed in
Employees of the af oresaid subsidiar y the last Annual General Meeting held on 30th of
company by a written application to the September, 2009, the compan y had issued
Company to exercise the options in such 5,00,000 options to its employees including 20,000
manner, and on execution of such documents, options to an employee of the wholly owned
as may be prescribed by the Compensation subsidiary M/S CR Retail Malls (India) Limited.
Committee /Board from time to time. The Since Issue ,V esting & Ex ercise of options
options will lapse if not exercised within the to the employee(s) of the subsidar y
specified exercise period. Company require approval of the members
7. Appraisal Process for determining the by way of Special Resolution hence consent
eligibility of the employees of Subsidiary of the members is being sought b y way of
Company to ESOP: passing a special resolution pursuant to
Section 81(1A) and all other applicable
The appraisal process for determining the provisions, if any, of the Companies, Act 1956
eligibility of the employee as may be specified and such other applicable Rules, Regulations/
by the Compensation Committee/Board, will Guidelines.
be based on criteria, such as role criticality
of the employee, length of service with the None of the Directors of the Company is in any
Company/Company’s subsidiary, and such way, concerned or interested in the resolution.
other criteria that may be determined by the By Order of the Board
Compensation Committee /Board at its sole For PVR Limited
discretion.
8. Maximum number of options to be
issued per employee and in aggregate:
The number of options that may be granted Place: Gurgaon N. C. Gupta
Date: 30th July, 2010 Company Secretary
4
Detail of Directors seeking appointment/reappointment at the forthcoming Annual General Meeting (Pursuant
to clause 49 of the Listing Agreement)
Name of Director Mr. Sanjay Khanna Mr. Ravi K Sinha Mr. Vicha Poolvaraluk
Members/Chairman - - -
of Committees of
other Companies
5
Board of Directors
Company Secretary
Mr. N.C. Gupta
Auditors
S.R. Batliboi & Co.
Chartered Accountants,
Gurgaon
Main Bankers
Standard Chartered Bank
HDFC Bank Limited
DBS Bank Ltd.
Axis Bank Limited
Registered Office
61, Basant Lok,Vasant Vihar, New Delhi - 110057
Corporate Office
Block A, 4th Floor, Building No. 9, DLF Cyber City, Phase-III,
Gurgaon - 122002, Haryana, India
Subsidiaries
PVR Pictures Limited
PVR bluO Entertainment Limited
CR Retail Malls (India) Limited
1
PVR Limited
Contents
Page No.
Financial Highlights
(Rs. In Lacs)
2009-10 2008-09
Income 28,065 27,870
Expenditure 24,891 22,849
Earnings before depreciation/ amortization
interest and tax (EBDITA) 3,173 5,021
Depreciation 2,162 1,894
Interest 986 1,143
Profit before Tax 25 1,984
Provision for Tax Credit/ (Expense) (net) 1 (719)
Profit after Tax 26 1,265
Balance brought forward from previous year 2,749 2,767
Accumulated profit brought forward of Sunrise 29 -
Infotainment Pvt. Ltd.
Loss after tax of 2008-09 of Sunrise Infotainment Pvt. Ltd. (263) 2,515 - 2,767
Profit available for appropriation 2,541 4,032
Appropriations
_
Transfer to Capital Redemption Reserve 1,000
Dividend on:
_
Preference Shares 12
Equity Shares 256 230
Tax on Dividend 44 41
Transfer to Debenture Redemption Reserve 21 -
Balance carried to Balance Sheet 2,220 2,749
3
PVR Limited
During the year under review your Company has not iv) That they had prepared the annual accounts for
accepted any fixed deposits under section 58A of the the Financial Year ended 31st March, 2010 on a
Companies Act, 1956 read with Companies (Acceptance going concern basis.
of Deposits) Rules 1975.
Auditors’ Report
Amalgamation of Sunrise
The Statutory Auditors of the Company, M/s. S.R.
Infotainment Private Limited and Batliboi & Co., Chartered Accountants, Gurgaon,
Status of Amalgamation of Leisure hold office until the conclusion of the ensuing Annual
World Pvt. Ltd. with the Company General Meeting of the Company and are eligible
for re-appointment and have confirmed that their
(i) Amalgamation of Sunrise Infotainment Private re-appointment if made, shall be within the limits of
Limited Section 224(1B) of the Companies Act, 1956. The
The Hon’ble High Court of Delhi pursuant to the Board recommends the re-appointment of M/s S.R.
Order dated 25 th September, 2009 approved Batliboi & Co., Chartered Accountants as Statutory
amalgamation of Sunrise Inf otainment Private Auditors of the Company.
Limited (Sunrise) with the Company. Accordingly The Auditor’s observations and the relevant notes
Sunrise stands merged with the Company from 1 st on the accounts are self-explanatory and therefore,
April, 2008. do not call for further comments. 5
PVR Limited
6
Annexure – I to Directors Report l
Outside consultants have been appointed to
suggest energy saving measures over and above
Conservation of Energ y,T echnology Absorption, the existing system. They will suggest on
Foreign Exchange Earnings and Outgo optimization of energy distribution, Lux level
Particulars required under Section 217(1) (e) of the of various areas, design aspects of electrical
Companies Act, 1956, read with Rule 2 of the Companies and HVAC system etc. so that other aspects of
(Disclosure of Particulars in the Report of Board of energy conservation and equipment efficiency
Directors) Rules, 1988 are as mentioned herein below: can be maintained.
i) Conservation of Energy l
Installed Variable Frequency Drives (VFD) for
various Air Handling Units (AHU’s) to conserve
Energy conservation measures taken:
energy.
l
Power factor is being maintained above 0.95 with
l
Close monitoring of AC Plant, AHU’s, pumps,
the use of capacitor banks. These banks are used to
running hours by installation of Running Hours
neutralize the inductive current by providing
Meters & Energy Meters.
capacitive current. As a r esult a po wer factor
improves and gets rebate applicable on energy bills l
New Signage Boards have been replaced with
from Electricity Distribution Companies (Tata LED’s to conser ve energ y at Compan y’s
Power/BSES). Multiplex at Faridabad and Rivoli.
l
Switching on/off procedure is being followed for l
Postal windows in all cinemas having copper
entire lighting and other load within the premises. chokes have been replaced with electronic
Timers are being used to ensure this. ballast to conserve energy and to enhance the
l
The air conditioning system preventive maintenance light of tube lights and also reduce the numbers
routine services are monitored to make the system of tube lights from 4 to 2 in each poster window
efficient. Also regulation of the AHU timings for to conserve Energy.
proper utilisation has further helped in saving ii) Technology Absorption
electricity consumption.
l
Installed and commissioned the energy efficient
l
All the new fittings are with CFL or energy saver Air Conditioning plant at PVR Priya.
which uses less electrical power as compared to
l
Planned to install Energ y Eff icient Air
old GL lamps.
conditioning plant at PVR Phoenix and PVR Saket
l
Temperature sensors are being put in Audi’s for within this year.
better control on AC.
Since the company has no subsisting Technology
l
Seat lights of LED’s are used in place of GSL light to Agreement hence not applicable.
save energy.
(ii) Employees who were granted, during any one year, options amounting to 5% or more of the options granted during the year
(iii) Identified employees who were granted option, during any one year, equal or exceeding 1% of the issued capital (excluding outstanding
warrants and conversions) of the Company at the time of grant
Rs.
Profit as reported 2,576,719
Add - Intrinsic Value Cost -
Less - Fair Value Cost 10,686,240
Profit as adjusted (8,109,521)
Earning per share (Basic) as reported 0.11
Earning per share (Basic) adjusted (0.32)
Earning per share (Diluted) as reported 0.11
Earning per share (Diluted) adjusted (0.31)
Note:
1 In case the company calculates the employee compensation cost using the intrinsic value of the stock options, the difference between the
employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value
of the options, shall be disclosed in the Directors’ Report and also the impact of this difference on profits and on EPS of the company shall
also be disclosed in the Director’s Report.
2 The company will use intrinsic value method to value its options.
8
Management
Discussion and
Analysis
The following Management Discussion and Analysis for the Industry. In 2009-2010 the Industry is estimated
Section should be read in conjunction with the to have declined by nearly 14 percent to INR 89.3 billion
financial statements and notes to accounts for the from INR 104.4 billion in 2008. In the long term, the
period ended 31st March, 2010.The reference to FY industry is projected to grow at the CAGR of 8.9 percent
10 and FY 09 in this section refers to the year between 2010 - 2014, and reach the size of INR 136.7
ended 31st March, 2010 and year ended 31st March, billion by 2013. Multiplex occupancy levels which were
2009 respectively. This discussion contains certain adversely impacted last year due to the strik e are
forward looking statements based on cur rent expected to increase again in 2010-2011. Growth in
expectations, which entail various risks and domestic theatrical revenues are likely to be driven by
uncertainties that could cause the actual results to the increasing number of multiplexes that are largest
differ materially from those reflected in them. All contributor to industr y revenues, ancillary revenue
references to “PVR”,“we”, “our”, “Company” in this streams such as sale of TV rights, mobile rights, internet
report refer to PVR Limited and should be construed download rights etc are becoming increasingly important
accordingly. in the overall pie of the industry. Also rising number of
digital screens in the country will enable wider releases
Industry Structure & Development of films which may lead to higher theatrical revenues
India’s Film Industry is one of the largest in the world and help reduce piracy. (Source: KPMG–The Indian
with more than 1000 movie releases and over 3 Entertainment and Media Industry Report 2010)
billion moviegoers annually.
Opportunities
Overall, 2009-2010 was a challenging year for the
1. Largest Industry - The Indian film industry is one
film industry on account of the multiplex-producer
of the largest globally with a history of steady growth.
stalemate and below average performance of the
With films being the most popular form of mass
IPL matches in PVR cinemas. However, the resolution
entertainment in India, the f ilm industr y has
of the dispute between the multiplex owners and
witnessed robust double-digit growth over the past
the producers-distributors in Q1 FY 10 has led to
decade.
effective programming strategy and marketing of
films.The success of films like ‘ Ajab Prem Ki Ghajab 2. Demographic scenario supports long-term
Kahani’ and ‘3 Idiots’ during the second half of the fundamentals: Due to favourable demographics
year boosted the industry’s fortunes. Hollywood (75% of the country’s population is below the age
films like ‘2012’ and ‘Avatar’ also did well at the box of 35) and economic conditions in India, coupled
office. with consumers willing to spend more on a variety
of leisure and entertainment services, the filmed
While the filmed entertainment sector had grown
entertainment business is set to grow in the years
by over 15 percent between 2006 and 2008, the
to come.
year under review witnessed a significant de-growth
9
PVR Limited
3. Rising market for Indian film abroad: Indian 2. Execution delays: There is a possibility of
expatriates and the worldwide embracing of Indian execution delays due to delay or failure in
cultural products have created a strong new market handover of pr operties from real estate
for Indian films outside India. In recent times, the developers due to pace of retail development
overseas market has been fast emerging as a primary or slowdown in organized retail and sluggish
source of revenue for the filmmakers because of real estate activity.
the growing interest in the Hindi films amongst non- Company has a team comprising of qualified
resident Indians and is further expected to promote executives which ensures timely execution and
the growth of Indian film industry. completion of projects.
4. Improvement in the quality and variety of 3. Piracy: The difference between the average
content: Growing corporatisation in the f ilm time lag between release of films in major Tier-
industry has opened up gate ways for creative I cities such as Mumbai and Tier-II cities is the
producers who have good scripts but no source of highest in India, making significant scope for
financing. Multiplexes ar e off ering gr eater piracy. Increase in piracy activities can further
opportunities for creating content catering to the hamper revenue streams from sale of rights for
multiplex audience. This has enabled the producers TV, DVD, CDs, mobiles etc. Since the shelf life
to be more experimental with projects, creating new of films in the last few years have reduced
avenues for growth. significantly, therefore the success or failure of
the film now depends largely on its performance
5. Adoption of Digital Technology: Digitization of
in the opening weeks with the piracy having an
content is playing a major role in transforming the
adverse impact on legitimate revenues of the
face of the Indian entertainment and media industry.
producers, distributor and exhibitors. However,
Digital solutions in Filmed Enter tainment have
Government’s continued support against piracy,
helped the producers & exhibitors to reach relevant will help the Indian film industry strengthen its
audience and increase the number of prints with position in the years to come.
comparatively lower additional costs. A movie can
therefore be released simultaneously in metros and 4. Quality of Content: Success in the f ilm
smaller cities and towns thus reducing potential exhibition business is heavily dependent on the
losses caused due to delay in movie releases. Digital flow of the content and past these before quality
technology also pr ovides exhibitors with the of the content being released during the year.
opportunity to garner additional revenues through The success of a release can be highly unstable
alternative content offerings such as cricket matches, and seasonal, therefore impacts the
award shows, etc. Digitalization also helps counter performance of the business. With the advent
piracy to a great extent. of more and more professional entities into film
production, the industry is becoming better and
6. Integration across value chain and changing organised and is all set to roll out quality movies
business mix creating additional value: On the on a consistent basis thus producing quality
back of high growth witnessed in the sector, film movies for cinema goers. A film that is strong
exhibition companies are increasingly looking for on content, is well cast and marketed, can earn
opportunities to vertically integrate across the film good returns.
industry value chain (production, distribution and
However we are of the view that the quality of
exhibition) and diversify their business mix into
the movies to be produced is expected to be
other entertainment-related revenue generating
better in the time to come.
avenues such as food courts, gaming, advertising.
5. Competition fr om other f orms of
Threats/Risks and Mitigation Measures entertainment - Supply of different types and
formats of entertainment, like theme parks,
1. Concentration risk: Significant expansion plans
movie-on-demand on DTH and cable platforms,
across various markets of India by the Multiplex
IPL, Live Gaming, amongst others, could affect
Owners may lead to excess supply and unhealthy
revenues. PVR has already moved towards
competition.
lifestyle retail entertainment and opened a 24
However in view of screen density in India being lanes Bowling Centre & Karaoke Centre at
less than 12 screens per million population as Ambience Mall Gurgaon thr ough its J oint
compared to 117 screens per million in USA, we Venture Company “PVR bluO Entertainment
believe that the situation across the country is far Limited” in technical and financial collaboration
10 from over supply. with Major Cineplex Group Plc. Thailand.
Product wise analysis screens, your Company expects growth in footfalls during
the current year.
The Revenue Growth under various heads during
Future Outlook
the year under review is summarised as under:
The Company has been pursuing an expansion plan
Revenue Growth that involves setting up of 50-60 additional screens in
(Rs in Lacs) the next year, which will be in line with our strategy to
be the major Cinema Exhibition player in the country.
Year ended
31.03.2010 31.03.2009 Growth Future outlook for the FY 2009-10 is positive and barring
Income from 18367 17646 4% the unforseen circumstances the company’s performance
Ticket Sales & is expected to show continued growth.
Revenue Sharing
Sale of Food and
Internal Control Systems and their
Beverages 5,305 5,427 -2% adequacy
Advertisement &
The Company has adequate internal control systems
Royalty Income 3,504 3,825 -8%
commensurate with its size and need.
Other Operating
Income 659 575 15% M/s KPMG periodically review all control systems and
Net Operating assists in monitoring and upgrading the effectiveness of
Income 27,836 27,473 1.1% control systems. The Audit Committee also review this
Other Income 230 398 -42% process.
Total Income 28,066 27,871 1% Material Developments in Human
Resources:
Financial performance
Recruitment & Selection
The Company’s financial performance is discussed
At PVR, we believe in hiring potential talent and develop
under the head “Financial Highlights” in Directors
their skills fur ther by putting up a structur ed and
Report to the Shareholders.
extensive training pr ogram to de velop them of
Operating performance professionals who would handle patrons by providing
highest level of customer service in the entertainment
Footfalls & Occupancy world.
We entertained around 15.3 million patrons at its The stern process of selection encompasses evaluating
cinemas during FY 2010 as compared to 16.7 million candidates based on their educational background, Skill
patrons during the FY 09, The footfalls and the & Industry experience. Our linkage with best education
average occupancies f or the whole y ear was and training institutes ensur es constant suppl y of
adversely impacted due to strike by the producers resources that are industry trained and ready to deliver
in the first quarter of FY 2009. For the last three on the values that govern the organization.
quarters of FY 10 the average occupancy has been Industrial Relations
around 33% as against a first quarter occupancy of
20% in 2009-2010. With the addition of 28 new With our fair management practices across the board
we ensure a congenial work environment and a good
quality of work life.
11
PVR Limited
Report on
Corporate
Governance
Corporate Governance business excellence and optimize long-term
Shareholders’ value on a sustained basis by ethical
As mandatory under Clause 49 of the Listing Agreement, business conduct. The Company is committed to
the company has complied with the conditions of transparency in all its dealings and places strong
Corporate Governance by establishment of a framework emphasis on business ethics.
for compliance in accordance with the SEBI Regulations.
Board of Directors
Company’s philosophy on Corporate
Composition of the Board of Directors
Governance
As on 31st March, 2010, the Company had Eight
PVR’s philosophy on Corporate Governance is driven Directors on the Board. The Board is comprised of
by its desire towards attainment of the highest levels of two Executive Directors, Six Non Ex ecutive
transparency, accountability and equity, in all the field of Directors out of which four are the Independent
its operations, and in all its dealings with its stakeholders, Directors.
from shareholders and employees to government, lenders
etc. The Company believes that all its operations and The Company has an Executive Chairman and the
actions must serve the goals of enhancing overall number of the Independent Directors is half of total
enterprise value and safeguarding the shareholder’s trust. number of Directors.
Corporate Governance has become integral part of PVR The terms of reference of the Board of Directors
in its pursuit of excellence, growth and value creation. are in accordance with that inter-alia specified in
PVR continuously endeavors to leverage available Clause 49 of the Listing Agreement and other
resources for translating opportunities into reality. During applicable provisions of the Companies Act, 1956.
the y ear under r eview, the Board of Dir ectors,
Management and employees continued its pursuit of Details of the Board of Directors as on 31 st March,
achieving these objectives through the adoption and 2010 in terms of their directorship/membership in
monitoring of prudent business plans, monitoring of major committees of public companies and attendance in
risks of the Company’s business. The Company pursues the Last Annual General Meeting & Board Meetings
policies and procedures to satisfy its legal and ethical are as follows:
responsibilities. The Company’s Philosophy is to achieve
12
Name of the Category Shareholding No. of Attendance at Number of Number of Committee
Directors in the Board the last AGM other Memberships and
Company Meetings held on Directorships Chairmanship in all
(No. of attended September Companies including
shares) during the 30, 2009. PVR Limited
year.
Membership Chairmanship
The Board of Directors met 8 (Eight) times during During the year under review, Mr. Ravi K. Sinha a Non-
the year as follows: Executive Director was paid annual professional fees of
Rs. 2,400,000 (Rupees Tw enty Four Lacs).
lMay 29, 2009,
Further, the following Non-Executive Directors of the
lJuly 1, 2009,
company were paid remuneration (Sitting fees) for
lJuly 31, 2009, attending meetings of the Board/Committee of the
lOctober 29, 2009, Directors as follows:
lNovember 13, 2009, Name of the Directors Sitting Fees (Rs.)
lJanuary 1, 2010, Mr. Sanjay Khanna 220,000
lJanuary 29, 2010 and Mr. Ravi. K. Sinha 180,000
lMarch 19, 2010, Mr. Sumit Chandwani 120,000
Mr. Renaud Jean Palliere 120,000
Remuneration paid to Directors
Mr. Vikram Bakshi 100,000
Executive Directors Mr. Vicha Poolvaraluk 20,000
2006-07 Saturday, 10:30 A.M. 61, Basant (i) Issue of Foreign Currency Convertible
August 18, 2007 Lok,V asant Vihar, Bonds pursuant to the provisions of
New Delhi - 110057 Section 81(1A) of the Companies Act,
1956;
2007-08 Friday, September 10:00 A.M. The Claremont Hotel (i) Approval for Mr. Ravi K Sinha a non
30, 2008 & Convention Centre, executive non independent Director to
Aaya Nagar, Mehrauli hold office or Place of Profit in the
Gurgaon Road, New Company.
Delhi – 110 030
15
PVR Limited
NSE BSE
Month High Low High Low
April 2009 95.65 74.60 100.00 70.50
May 2009 123.80 79.15 130.00 78.00
June 2009 141.15 101.30 145.00 99.50
July 2009 109.75 88.65 115.00 87.00
August 2009 125.25 100.95 130.50 99.00
September 2009 152.25 128.50 157.70 120.35
October 2009 144.95 122.55 152.00 120.65
November 2009 144.85 120.15 152.95 118.00
December 2009 188.55 152.05 193.90 145.10
January 2010 200.05 176.60 203.95 170.20
February 2010 178.05 168.20 180.00 166.10
March 2010 176.50 172.60 192.05 166.25
17
PVR Limited
NSE NIFTY INDEX
9. Registrar and Transfer Agents: Karvy Computershare Private Limited (KCPL), 17-24,Vittal Rao
Nagar, Madhapur, Hyderabad-500 081.
Tel : +91-40-23420 815-824
Fax: +91-40-23420 814
Website: www.kcpl.karvy.com
10. Share Transfer System: Share transfers in physical form can be lodged with KCPL at the
above mentioned address
11. (a) Distribution Schedule
18
(b) Shareholding pattern
Consolidated Shareholding Pattern as on March 31, 2010
Sl. No. Category No. of Holders Total Shares % To Equity
19
PVR Limited
CMD ’s
Declaration
20
CMD and CFO’s
Certification
We, Ajay Bijli, Chairman cum Managing Director and Nitin Sood, Chief Financial Officer of PVR Limited, to the
best of our knowledge and belief, certify that:
1. We have reviewed the financial statements and cash flow statement for the year and to the best of our
knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance
with existing accounting standards, applicable laws and regulations.
2. To the best of our knowledge and belief, no transactions entered into by the Company during the year are
fraudulent, illegal or violative of the Company’s code of conduct;
3. We are responsible for establishing and maintaining internal controls for financial reporting and have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting and have
disclosed to the Auditors and Audit Committee, wherever applicable:
a) Deficiencies in the design or operation of internal controls, if any, which come to our notice and steps
have been taken / proposed to be taken to rectify these deficiencies;
b) Significant changes in internal control over financial reporting during the year;
c) Significant changes in accounting policies during the year and that the same have been disclosed in the
notes to the financial statements;
d) Instances of significant fraud of which they have become aware and the involvement therein, if any, of
the management or an employee having a significant role in the Company’s internal control system over
financial reporting
21
PVR Limited
1. We have examined the compliance of condition of Corporate Governance procedures by PVR Limited
during the period ended March 31, 2010 with the relevant records and documents maintained by the
Company, furnished to us for our examination and the report on Corporate Governance as approved by
the Board of Directors.
2. The compliance of conditions of Corporate Governance is the responsibility of the management. Our
examination was limited to a review of procedures and implementation thereof, adopted by the Company
for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an
expression of opinion on the financial statements of the Company.
3. We further state that such compliance is neither an assurance as to the future viability of the Company nor
the efficiency or effectiveness with which the management has conducted the affairs of the Company.
4. In our opinion and to the best of our information and according to the explanations given to us and the
representations made by the Directors and the management, we certify that the Company has complied
with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements with the
Stock Exchange.
22
Auditors’ Report to the Members of PVR Limited
1. We have audited the attached balance sheet of PVR remuneration in excess of the approval granted by
Limited (‘the Company’) as at March 31, 2010 and MCA by Rs. 3,640,399 to Mr.Ajay Bijli.The Company
also the profit and loss account and the cash flow has filed representations in the matter with the CG
statement for the year ended on that date annexed and a separate representation is being filed with CG
thereto. These f inancial statements ar e the for waiver of excess remuneration of Rs. 1,628,903
responsibility of the Company’s management. Our paid to Mr. Ajay Bijli during the f inancial year
responsibility is to express an opinion on these 2009-10. Pending the final outcome of the Company’s
financial statements based on our audit. representations, no adjustments have been made to
2. We conducted our audit in accordance with auditing the accompanying financial statements in this regard.
standards generally accepted in India. Those 5. Fur ther to our comments in the Annexure referred to
Standards require that we plan and perform the audit above, we report that:
to obtain reasonable assurance about whether the
i. We have obtained all the information and explanations,
financial statements ar e fr ee of material
which to the best of our knowledge and belief were
misstatement. An audit includes examining, on a test
necessary for the purposes of our audit;
basis, evidence suppor ting the amounts and
disclosures in the financial statements. An audit also ii. In our opinion, proper books of account as required
includes assessing the accounting principles used and by law have been kept by the Company so far as
significant estimates made by management, as well appears from our examination of those books;
as e valuating the o verall f inancial statement iii. The balance sheet, profit and loss account and cash
presentation. We believe that our audit provides a flow statement dealt with b y this report are in
reasonable basis for our opinion. agreement with the books of account;
3. As required by the Companies (Auditor’s Report) iv. In our opinion, the balance sheet, profit and loss
Order, 2003 (as amended) issued by the Central account and cash flow statement dealt with by this
Government of India in terms of sub-section (4A) report comply with the accounting standards referred
of Section 227 of the Companies Act, 1956, we to in sub-section (3C) of Section 211 of the
enclose in the Annexure a statement on the matters Companies Act, 1956.
specified in paragraphs 4 and 5 of the said Order.
v. On the basis of the written representations received
4. Without qualifying our opinion, we draw attention from the Directors, as on March 31, 2010, and taken
to the following: on record by the Board of Directors, we report that
(a) Note 7 (a) of Schedule 22 of the f inancial none of the directors is disqualified as on March 31,
statements , wherein as per requirements of 2010 from being appointed as a Director in terms of
the Finance Act, 2010, the Company may be clause (g) of sub-section (1) of Section 274 of the
liable to pay Service Tax in respect of renting Companies Act, 1956.
of immovable properties as lessee of such vi. In our opinion and to the best of our information and
properties. The Company has challenged the according to the explanations given to us, the said
impugned provisions of law by way of a writ accounts give the inf ormation required by the
petition filed with the Hon’ble High Court of Companies Act, 1956, in the manner so required and
Delhi and an interim order is obtained. The give a true and fair vie w in conformity with the
Company has also been legally advised that no accounting principles generally accepted in India;
Service Tax is payable on renting of immovable
a) in the case of the balance sheet, of the state of
properties as lessee of such properties. Pending
affairs of the Company as at March 31, 2010;
the final outcome of this matter, no provision
for Ser vice Tax liability amounting to Rs. b) in the case of the profit and loss account, of the
87,303,515 (including Rs. 39,029,746 pertaining profit for the year ended on that date; and
to earlier years) (net of ser vice tax credit c) in the case of cash flow statement, of the cash
claimable) has been made. flows for the year ended on that date.
(b) Note No. 23.1 of Schedule 22 of the financial
statements, the Company has during the year For S.R. Batliboi & Co.
ended March 31, 2010, has incurred managerial Firm registration number: 301003E
remuneration of Rs. 29,952,000 which is in Chartered Accountants
excess of the prescribed limits under Section
309 of the Companies Act, 1956 by Rs 7,584,000 per Anil Gupta
paid to Mr. Sanjeev Kumar and in excess of the Partner
approval granted by Ministry of Corporate Membership No.: 87921
Affairs, Central Government (CG) b y Rs.
1,628,903 paid to Mr. Ajay Bijli. In the previous Place : Gurgaon
year, the Compan y had paid managerial Date : May 28, 2010 23
PVR Limited
Re: PVR Limited (‘the Company’) register maintained under section 301 of the
Companies Act, 1956.
(i) (a) The Company has maintained proper records
showing full par ticulars, including quantitative (e) The Company has taken loan from one
details and situation of fixed assets. company covered in the register maintained
under section 301 of the Companies Act, 1956.
(b) All fixed assets have not been physically verified
The maximum amount involved during the
by the management during the year but there is a
year was Rs. 70,000,000 and the year end
regular programme of verification which, in our
balance of loan taken from such party was Rs.
opinion, is reasonable having regard to the size of
Nil.
the Company and the nature of its assets. As
informed, no material discrepancies were noticed (f) In our opinion and accor ding to the
on such verification. information and explanations given to us, the
rate of inter est and other terms and
(c) There was no substantial disposal of fixed assets
conditions for such loans are not prima facie
during the year.
prejudicial to the interest of the Company.
(ii) (a) The management has conducted ph ysical
(g) In respect of loan taken, repayment of the
verification of inventory at reasonable intervals
principal amount is as stipulated and payment
during the year.
of interest has been regular.
(b) The procedures of physical verification of inventory
(iv) In our opinion and according to the information
followed by the management are reasonable and
and explanations given to us, there is an adequate
adequate in relation to the size of the Company
internal control system commensurate with the
and the nature of its business.
size of the Company and the nature of its business,
(c) The Company is maintaining proper records of for the purchase of inventory and fixed assets and
inventory and no material discr epancies were for the sale of goods and services. During the
noticed on physical verification. course of our audit, no major weakness has been
noticed in the internal control system in respect
(iii) (a) The Company has granted loan to one company of these areas. During the course of our audit, we
covered in the register maintained under section have not observed any continuing failure to correct
301 of the Companies Act, 1956. The maximum major weakness in internal control system of the
amount in volved during the y ear was Rs. Company.
280,425,000 and the year end balance of loan
granted to such party was Rs. 236,000,000. (v) (a) According to the information and
explanations provided by the management, we
(b) In our opinion and according to the information are of the opinion that the par ticulars of
and explanations given to us, the rate of interest contracts or arrangements referred to in
and other terms and conditions for such loans are section 301 of the Act that need to be entered
not prima facie prejudicial to the interest of the into the register maintained under section 301
Company. have been so entered.
(c) The loans granted are re-payable on demand. As (b) In our opinion and accor ding to the
informed, the Compan y has not demanded information and explanations given to us, the
repayment of any such loan during the year, thus, transactions made in pursuance of such
there has been no default on the part of the parties contracts or arrangements exceeding value
to whom the money has been lent. The payment of Rupees five lakhs have been entered into
of interest has been regular. during the financial year at prices which are
reasonable having regard to the prevailing
(d) There is no overdue amount of loans granted to
market prices at the relevant time.
companies, firms or other parties listed in the
24
(vi) The Company has not accepted any deposits from Further, since the Central Government has till date
the public. not prescribed the amount of cess payable under
section 441 A of the Companies Act, 1956, we are
(vii) In our opinion, the Company has an internal audit not in a position to comment upon the regularity or
system commensurate with the size and nature of otherwise of the Company in depositing the same.
its business.
(b) According to the information and explanations given
(viii) To the best of our knowledge and as explained, to us, no undisputed amounts payable in respect of
the Central Go vernment has not pr escribed provident fund, investor education and protection
maintenance of cost records under clause (d) of fund, employees’ state insurance, income-tax, wealth-
sub-section (1) of section 209 of the Companies tax, service tax, sales-tax, customs duty, excise duty,
Act, 1956 for the products of the Company. cess and other undisputed statutor y dues were
(ix) (a) The Company is regular in depositing with outstanding, at the year end, for a period of more
appropriate authorities undisputed statutory than six months from the date they became payable.
dues including pr ovident fund, investor (c) According to the records of the Company, the dues
education and protection fund, employees’ outstanding of income-tax, sales-tax, wealth-tax,
state insurance, income-tax, wealth tax, sales- service tax, customs duty, excise duty and cess on
tax, service tax, customs duty, excise duty and account of any dispute, are as follows:
other material statutory dues applicable to
it.
(x) The Company has no accumulated losses at the maintained of the transactions and contracts and timely
end of the financial year and it has not incurred entries have been made therein. The units have been
cash losses in the cur rent and immediatel y held by the Company in its own name.
preceding financial year.
(xv) According to the information and explanations given
(xi) Based on our audit procedures and as per the to us, the Company has given guarantee for loans taken
information and explanations giv en b y the by a subsidiary company from a financial institution,
management, we are of the opinion that the the terms and conditions whereof in our opinion are
Company has not defaulted in repayment of dues not prima-facie prejudicial to the inter est of the
to a financial institution, banks or debenture Company.
holders.
(xvi) Based on information and explanations given to us by
(xii) According to the information and explanations the management, out of proceeds of term loans from a
given to us and based on the documents and bank amounting to Rs. 250,000,000, unutilized amounts
records produced to us, the Company has not aggregating to Rs. 33,413,159, were lying in the units of
granted loans and advances on the basis of security mutual funds, which are current investments. Read with
by way of pledge of shares, debentures and other above, all other term loans were applied for the purpose
securities. for which the loans were obtained.
(xiii) In our opinion, the Company is not a chit fund or (xvii) According to the information and explanations given
a nidhi / mutual benefit fund / society. Therefore, to us and on an overall examination of the balance
the provisions of clause 4(xiii) of the Companies sheet of the Company, we report that no funds raised
(Auditor’s Report) Order, 2003 (as amended) are on short-term basis have been used for long-term
not applicable to the Company. investment.
(xiv) In respect of dealing/trading in mutual funds, in (xviii) The Company has not made any preferential allotment
our opinion and according to the information and of shares to parties or companies co vered in the
explanations given to us, proper records have been
25
PVR Limited
register maintained under section 301 of the and explanations given by the management, we report
Companies Act, 1956. that no fraud on or by the Company has been noticed
or reported during the course of our audit.
(xix) According to the information and explanations
given to us, during the period covered by our
audit report, the Company had issued 290
For S.R. Batliboi & Co.
debentures of Rs. 1,000,000 each. The Company
Firm registration number: 301003E
has created security on immovable properties
Chartered Accountants
and security is yet to be created on other assets
(in terms of the Debenture Trust deed).
per Anil Gupta
(xx) The Company has not raised any money through
Partner
a public issue during the year.
Membership No.: 87921
(xxi) Based upon the audit procedures performed for
the purpose of reporting the true and fair view of
Place : Gurgaon
the financial statements and as per the information
Date : May 28, 2010
26
Standalone Financial
Statements
27
PVR Limited
Schedules As at As at
March 31, 2010 March 31, 2009
(Rs.) (Rs.)
SOURCES OF FUNDS
Shareholders’ Funds
Share capital 1 256,243,300 230,138,700
Reserves and surplus 2 2,216,384,594 1,873,251,050
2,472,627,894 2,103,389,750
Loan Funds
Secured loans 3 1,346,986,262 968,057,016
Deferred payment liabilities 20,800,000 31,200,000
(Due within one year Rs. 10,400,000 previous year Rs. 10,400,000) 1,367,786,262 999,257,016
4,046,395,918 3,310,897,380
APPLICATION OF FUNDS
Fixed Assets 5
Gross block 2,760,826,954 2,479,893,254
Less : Accumulated depreciation 884,847,296 674,704,083
1,192,318,002 1,271,309,760
The schedules referred to above and notes to accounts form an integral part of the Balance Sheet.
As per our report of even date
For S. R. Batliboi & Co. For and on behalf of the Board of Directors
Firm’s Registration No. : 301003E
Chartered Accountants
Ajay Bijli Sanjeev Kumar
per Anil Gupta (Chairman cum Managing Director) (Joint Managing Director)
Partner
Membership No. 87921
Place: Gurgaon N.C. Gupta Nitin Sood Sanjay Khanna
28 Date: May 28, 2010 (Company Secretary) (Chief Financial Officer) (Director)
Profit and Loss Account for the year ended March 31, 2010
INCOME
Operating income 16 2,747,561,078 2,715,581,866
Other income 17 58,984,374 71,489,410
2,806,545,452 2,787,071,276
EXPENDITURE
Film distributors’ share (including commission) 783,933,171 694,843,935
Consumption of food and beverages 180,744,719 181,283,246
Personnel expenses 18 351,194,273 340,838,369
Operating and other expenses 19 1,173,326,287 1,067,966,275
2,489,198,450 2,284,931,825
Profit before depreciation/amortisation, interest and 317,347,002 502,139,451
tax (EBITDA)
Depreciation/amortisation 216,217,583 189,449,652
Interest paid 20 98,650,394 114,294,635
The schedules referred to above and notes to accounts form an integral part of the Profit and Loss Account.
As per our report of even date
For S. R. Batliboi & Co. For and on behalf of the Board of Directors
Firm’s Registration No. : 301003E
Chartered Accountants
Ajay Bijli Sanjeev Kumar
per Anil Gupta
(Chairman cum Managing Director) (Joint Managing Director)
Partner
Membership No. 87921
Place: Gurgaon N.C. Gupta Nitin Sood Sanjay Khanna
Date: May 28, 2010 (Company Secretary) (Chief Financial Officer) (Director) 29
PVR Limited
Cash Flow Statement for the year ended March 31, 2010
30
Cash Flow Statement for the year ended March 31, 2010 (Continued)
Components of cash and cash equivalents as at March 31, 2010 March 31, 2009
36,219,867 11,559,490
*difference of Rs. 49,614,159 (Previous year Rs. 45,628,049) from Schedule 11 represents short-term investments with an original
maturity of more than three months.
** these balances are not available for use as they represent corresponding unpaid dividend liabilities.
NOTE: 1. The above Cash Flow Statement has been prepared under the “Indirect Method” as stated in Accounting Standard 3
on Cash Flow Statement.
NOTE: 2. The total purchase consideration for acquiring interest in the subsidiary company has been discharged by means of
cash and cash equivalents.
For S. R. Batliboi & Co. For and on behalf of the Board of Directors
Firm’s Registration No. : 301003E
Chartered Accountants
Ajay Bijli Sanjeev Kumar
per Anil Gupta (Chairman cum Managing Director) (Joint Managing Director)
Partner
Membership No. 87921
N.C. Gupta Nitin Sood Sanjay Khanna
Place: Gurgaon (Company Secretary) (Chief Financial Officer) (Director)
Date: May 28, 2010
31
PVR Limited
600,000,000 500,000,000
256,243,300 230,138,700
Notes:
1. For stock options outstanding details, refer note 17 of Schedule 22.
2. Authorised share capital pursuant to scheme of amalgamation has been increased during the year, in accordance with the
scheme approved by the Hon’ble High Court (refer note 9 (viii) of schedule 22).
2,216,384,594 1,873,251,050
32
Schedules to the Accounts
Debentures 290,000,000 -
11.40%, 290 Secured Redeemable Non-Convertible Debentures of
Rs. 1,000,000 each
(redeemable at par at the end of 7th, 8th, 9th and 10th year in the
ratio of 20:20:30:30 respectively from the deemed date of
allotment i.e 01.01.2010)
Loans from banks
Term loans from banks 354,874,542 437,148,336
(Due within one year Rs. 67,374,542 (Previous year Rs. 139,789,128))
Car finance loans from banks 12,836,145 15,539,446
(Due within one year Rs. 6,375,747 (Previous year Rs. 8,442,389))
Cash Credit facility 49,886,540 -
Other loans
Term loans from a body corporate 619,989,035 477,269,234
(Due within one year Rs. 151,500,896 (Previous year Rs. 144,324,782))
Term loan from Small Industries Development Bank of India (SIDBI) 19,400,000 38,100,000
(Due within one year Rs.19,400,000 (Previous year Rs. 20,400,000))
1,346,986,262 968,057,016
Notes:
1. 11.40% Secured Redeemable Non-Convertible Debentures, are secured by mortgage on immovable properties ranking pari passu and to be
secured by first pari passu charge on movable f ixed assets of the Company (except vehicles hypothecated to banks), and all current assets
including receivables of any kind belonging to the Company, both present and future.
2. a) Term loans and Cash Credit facility from United Bank of India to the extent of Rs. 54,761,082, are secured by first pari passu charge by way of
hypothecation of the Company’s movable assets (except vehicles hypothecated to banks) including plant and machiner y except those at PVR
Juhu, Mumbai of all present and future operating theatres of the Company and current assets, belonging to the Company both present and future.
These are further secured by the personal guarantee of two directors of the Company.
b) Term loan from Axis Bank of India to the extent of Rs. 350,000,000, is secured by first pari passu charge with other lenders on all immo vable and
movable fixed assets (excluding vehicles hypothecated to banks) and receivables, belonging to the Company both present and future except
those at PVR Juhu, Mumbai. These are further secured by the personal guarantee of two directors of the Company.
3. Car finance loans to the extent of Rs. 12,836,145 are to be secured by hypothecation of vehicles purchased out of the proceeds of the loans.
4. Term Loans from a body corporate to the extent of Rs. 619,989,035, are secured by first pari passu charge with other lenders on all mo vable fixed
assets of the Company (excluding vehicles hypothecated to banks) both present and future except those at PVR Juhu, Mumbai. These loans are
further secured by first pari passu charge on all receivables both present and future. The loans to the extent of Rs. 332,944,446 are further
secured by the personal guarantee of two directors of the Company.
5. Loan from SIDBI to the extent of Rs. 19,400,000 is secured by a first pari passu charge by way of hypothecation of all the movable assets (except
vehicles hypothecated to banks) both present and future, of all cinemas of the Company ranking pari passu with other lenders. It is further
secured by a second charge on personal properties of a director at Vasant Vihar and Jhandewalan, New Delhi and is also secured by the personal
guarantee of two directors of the Company.
PVR Limited
Schedule 5 : Fixed Assets
Rs.
Land Freehold Building Leasehold Plant & Furniture & Vehicles Total Previous
Improvements Machinery Fittings Year
Gross Block
At 01.04.2009 190,350 1,273,590 812,978,092 1,273,427,368 359,111,931 32,911,923 2,479,893,254 2,087,311,726
Assets transferred on amalgamation * - - 60,769,795 68,370,968 24,102,288 - 153,243,051 -
Additions - - 46,947,664 94,175,280 13,503,636 9,200,000 163,826,580 415,709,779
Deductions/Adjustments - - 2,706,297 23,522,000 957,114 8,950,520 36,135,931 23,128,251
Depreciation
At 01.04.2009 - 231,819 212,147,966 330,582,150 126,445,665 5,296,483 674,704,083 491,534,862
Accumulated depreciation transferred - - 5,327,762 4,527,823 2,366,204 - 12,221,789 -
on amalgamation *
For the year - 20,761 74,350,035 99,700,121 35,395,988 3,046,990 212,513,895 186,947,236
Deductions/Adjustments - - 192,577 11,604,655 389,909 2,405,330 14,592,471 3,778,015
Net Block
242,198,189 39,062,890
Notes:
1. Fixed assets of the cost of Rs. 6,852,918, Previous year Rs. 17,575,831, (Written down value Rs. 2,535,825, Previous year Rs. 13,797,816) have been discarded during the year.
2. Gross Block of Fixed Assets include Rs. 43,845,509 (Previous year Rs. 43,951,089) being Company’s proportionate share of expenses towards modification in the building structure and equipments, claimed by the various
landlords of the properties taken on rent.
3. Claims of Rs. 8,921,779 (Previous year Rs. 17,464,317) lodged by some developers on the Company and claims of Rs. 45,31,033 (Previous year Rs. 7,681,033) lodged by the Company on the developers, are subject to
confirmation/reconciliation. However, the Company had duly accounted for the aforesaid claims in the books. Adjustments, if any, which in the opinion of the management, will not be material, would be made once the
claims are confirmed/reconciled.
4. Additions to fixed assets include Rs. 25,665,479 (including Rs. 25,000,000 for which invoice is yet to be received) pertaining to earlier years but capitalised during the current year. Depreciation provided during the year
includes Rs. 2,271,110 in respect of earlier years on the above.
5. Deductions from fixed assets include Rs. 2,085,662 being the service tax credit pertaining to earlier years, but accounted for at the end of the current year. Depreciation provided for the year is net of reversal of
depreciation provided in earlier years of Rs. 400,053.
Schedule 8 : Investments
As at As at
March 31, 2010 March 31, 2009
(Rs.) (Rs.)
Long Term Investments (At Cost)
Other than trade investments
A. In Subsidiary Companies (Unquoted)
Fully paid up equity shares of Rs. 10 each
20,000,000 (Previous year 20,000,000) in CR Retail Malls (India) Limited 200,000,000 200,000,000
21,500,000 (Previous year 21,500,000) in PVR Pictures Limited 215,000,000 215,000,000
Nil (Previous year 5,000,000) in Sunrise Infotainment Private Limited - 50,025,000
(Refer note 9 of schedule 22)
5,865,000 (Previous year 5,865,000) in PVR bluO Entertainment Limited 58,650,000 58,650,000
Fully paid up 5% cumulative preference shares of Rs. 10 each
Nil (Previous year 5,000,000) in Sunrise Infotainment Private Limited - 50,000,000
(Refer note 9 of schedule 22)
1,114,346,001 669,912,278
Notes:
1. *Held in the name of the Managing Director in the interest of the Company.
2. **Held in the name of the Emplo yee in the interest of the Company.
3. Invested out of unutilised monies out of issue of share capital. 315,314,842 -
36
Schedules to the Accounts
9,068,732.101 JPPDI -JP Morgan India Tr easury fund -Super inst. Daily 90,768,033
Dividend Plan -Reinvestment
15,107,441.011 Kotak Flexi Debt Scheme Institutional - Daily Dividend 151,792,014
5,954,778.559 C222 L&T Freedom Income STP Inst - Daily Dividend 60,471,967
Reinvestment Plan
20,099,720.322 JM Money Manager Fund Super Plus plan- Daily 201,103,732
Dividend (171)
15,060,031.324 B332DD Birla Sunlife Saving fund- Inst. Daily Dividend 150,702,721
-Reinvestment
44,540,855.205 2031 /HDFC Cash Management Fund Tr easury 446,811,589
-Advantage Plan -Wholesale-Daily Dividend Option:
Reinvestment
1,370,634.107 C122 L&T Freedom Income STP Inst -Cum -Org- Plan 20,321,981
993,857.957 L& T Select Income Fund - Flexi Debt Institutional 10,062,810
-Dividend
6,912,142.248 LIC MF Saving Plus Fund -Growth plan 101,156,437
417,269.195 SBI -SHF Ultra Short term fund Inst. Growth Fund 5,005,144
2,799,653.873 2032/ HDFC Cash Management Fund -Treasury- 56,516,333
Advantage Plan-Whole-Growth
1,402,180.390 G44 IDFC Money Manager Fund-Investment-Inst 20,000,000
Plan -B Growth
5,000,000.000 G679 IDFC Fixed Maturity Plan- Quarterly Series - 50,000,000
55 Plan-A -Growth
3,904,429.464 JM Money Manager Fund Super Plus Plan- Growth(172) 50,688,865
1,999,079.201 B51221W BSL Floating Rate Fund- Long Term- INSTL- 20,090,628
Weekly Dividend
10,753,976.809 Kotak Flexi Debt Scheme Institutional -Growth 121,792,014
812,767.051 S251 SBNPP Ultra ST Fund Inst- Growth 10,004,593
38
Schedules to the Accounts
Schedule 9 : Inventories
As at As at
March 31, 2010 March 31, 2009
(Rs.) (Rs.)
31,511,518 27,254,028
Other debts
Secured, considered good 7,823,000 5,239,155
Unsecured, considered good 87,558,857 113,749,329
Unsecured, considered doubtful 254,023 105,279
122,397,572 141,403,262
Less : Provision for doubtful debts 17,708,929 6,492,316
104,688,643 134,910,946
85,834,026 57,187,539
* Includes fixed deposit receipts pledged with banks amounting to Rs. 48,403,700 (Previous year Rs. 44,490,758).
39
PVR Limited
12,231,824 6,011,590
957,918,757 1,043,408,374
957,861,295 1,043,350,912
40
Schedules to the Accounts
Sundry Creditors
(a) total outstanding dues of Micro and Small Enterprises - -
(b) total outstanding dues of creditors other than Micro and 347,892,001 373,517,270
Small Enterprises
Unclaimed dividend (statutory liabilities as referred in Section 205C 173,596 174,786
of the Companies Act, 1956)*
Book overdraft with banks 98,206 19,843,183
Security deposits 20,378,898 14,498,079
Income received in advance (includes amount adjustable after one 70,063,449 68,912,393
year Rs. 18,000,000, Previous year Rs. 36,000,000)
Interest accrued but not due on loans 10,650,909 2,086,510
449,257,059 479,032,221
Schedule 15 : Provisions
47,890,135 40,887,613
41
PVR Limited
Income from sale of tickets of films (net of entertainment tax paid 1,652,419,722 1,509,672,603
Rs. 300,146,398, Previous year Rs. 339,282,437)
Income from Revenue Sharing (net of entertainment tax paid 184,285,617 254,851,247
Rs. 24,639,233, Previous year Rs. Nil)
Sale of food and beverages 530,535,169 542,694,976
Advertisement (Gross,Tax Deducted at source Rs. 9,152,700, 350,408,720 380,296,634
Previous year Rs. 20,632,755)
Royalty Income (to the extent of pouring fee) (Gross,Tax - 2,178,293
Deducted at source Rs. Nil, Previous year Rs. 116,456)
Management fees (Gross,Tax Deducted at source Rs. Nil, 58,065 4,133,533
Previous year Rs. 381,912) -
Convinience Fees 29,853,785 21,754,580
2,747,561,078 2,715,581,866
58,984,374 71,489,410
351,194,273 340,838,369
42
Schedules to the Accounts
1,173,326,287 1,067,966,275
98,650,394 114,294,635
43
PVR Limited
Weighted number of equity shares of Rs. 10 each outstanding during 23,660,278 23,013,870
the year (as above)
Add: Effect of stock options vested and outstanding for
111,540 equity shares 18,335 -
44
Cost of structural improvements at premises where
Notes to the Accounts
Company has entered into agreement with the
parties to operate and manage Multiscreen/Single
Schedule 22 : Notes to the Accounts Screen Cinemas on r evenue sharing basis ar e
amortized over the estimated useful life or lock in
1. Nature of Operations period of the agreement (whichever is lower) on a
PVR Limited is in the business of film exhibition. The straight line basis.
Company also earns r evenue fr om in-cinema Depreciation on all other assets is pr ovided on
advertisements/product displays and in-cinema sale of Straight-Line Method at the rates computed based
food and beverages. on estimated useful life of the assets, which are equal
2. Statement of Significant Accounting Policies to the corresponding rates prescribed in Schedule
XIV to the Companies Act, 1956.
(a) Basis of preparation
Assets costing Rs. 5,000 and belo w ar e full y
The financial statements have been prepared to
depreciated in the year of acquisition.
comply in all material respects with the notified
Accounting Standards issued b y Companies (e) Intangibles
Accounting Standard Rules, 2006 (as amended) and Goodwill
the relevant provisions of the Companies Act, 1956. Goodwill arising due to amalgamation of a subsidiary
The financial statements are prepared under the company with the Company is amortized in the year
historical cost convention on an accrual basis. The of acquisition.
accounting policies have been consistently applied
Software and Website Development cost
by the Company and are consistent with those
Cost relating to purchased software’s, software
used in the previous year.
licenses and website development, are capitalized and
(b) Use of estimates amortized on a straight-line basis over their estimated
The pr eparation of f inancial statements in useful lives of six years.
conformity with generally accepted accounting Software licenses costing Rs. 5,000 and below are
principles requires management to make estimates fully amortized in the year of acquisition.
and assumptions that affect the reported amounts
Film Right’s Cost
of assets and liabilities and disclosure of contingent
Film right cost is capitalized and is amortized fully as
liabilities at the date of the financial statements
and when the film is released.
and the results of operations during the reporting
year end. Although these estimates are based upon (f) Expenditure on new projects and substantial
management’s best knowledge of current events expansion
and actions, actual results could differ from these Expenditure directly relating to construction activity
estimates. is capitalized. Indirect expenditure incurred during
(c) Fixed Assets construction period is capitalized as part of the
indirect construction cost to the extent expenditure
Fixed Assets are stated at Cost less accumulated
is related to construction or is incidental thereto.
depreciation and impairment losses, if any. Cost
Other indirect expenditure (including borrowing
comprises the purchase price (net of CENVAT and
costs) incurred during the construction period, which
Service tax credit) and any directly attributable
is not related to the construction activity nor is
cost of bringing the asset to its working condition
incidental thereto is charged to the Profit and Loss
for its intended use. Borrowing costs relating to
Account. Income earned during construction period
acquisition of fixed assets which take substantial
is adjusted against the total of the indir ect
period of time to get ready for its intended use
expenditure.
are also included to the extent they relate to the
period till such assets are ready to be put to use. All direct capital expenditure on expansion is
capitalized. As regards indirect expenditure on
The carrying amount of assets are reviewed at each
expansion, only that portion is capitalized which
balance sheet date if there is any indication of
represents the marginal increase in such expenditure
impairment based on internal/external factors. An
involved as a result of capital expansion. Both direct
impairment loss is r ecognized wherever the
and indirect expenditure are capitalized only if they
carrying amount of an asset exceeds its
increase the value of the asset beyond its originally
recoverable amount. The recoverable amount is
assessed standard of performance.
the greater of the assets net selling price and value
in use. In assessing value in use , the estimated (g) Investments
future cash flows are discounted to their present Investments that are readily realizable and intended
value at the weighted average cost of capital. to be held for not more than a year are classified as
Leasehold improvements represent expenses current investments. All other in vestments are
incurred towards civil works, interior furnishings, classified as long term in vestments. Current
etc. on the leased premises at the various locations. investments are carried at lower of cost and fair value
determined on an individual investment basis. Long
(d) Depreciation
term investments are carried at cost. However,
Leasehold Improvements are amortized over the provision for diminution in the value is made to
estimated useful life or unexpired period of lease recognize a decline other than temporary in the value
(whichever is lower) on a straight line basis. of the investments. 45
PVR Limited
Projected Unit Credit method carried out at convincing evidence that the company will pay normal
the year end, by an independent actuar y. income tax during the specified period. In the year in
Gratuity liability of an employee, who leaves the which the MAT credit becomes eligible to be
Company before the close of the year and which recognized as an asset in accor dance with the
is remaining unpaid, is provide on actual recommendations contained in guidance note issued
computation basis. by the Institute of Chartered Accountants of India,
the said asset is created by way of a credit to the
(iii) Short term compensated absences are provided
profit and loss account and shown as MAT Credit
for on based on estimates. Long term
Entitlement.The Company reviews the same at each
compensated balances are provided for based
balance sheet date and writes down the carrying
on actuarial valuation. The actuarial valuation is
amount of MAT Credit Entitlement to the extent
done as per projected unit credit method. Leave
there is no longer convincing evidence to the effect
encashment liability of an employee, who leaves
that Company will pay normal Income Tax during
the Company before the close of the year and
the specified period.
which is remaining unpaid, is provided for on
actual computation basis. (n) Earning Per share
(iv) Actuarial gains/losses are immediately taken Basic Earnings Per Share is calculated by dividing the
to pr ofit and loss account and ar e not net profit or loss for the year attributable to equity
deferred. shareholders (after deducting dividend on preference
shares and attributable tax es) by the weighted
(m) Income taxes
average number of equity shares outstanding during
Tax expense comprises of current and deferred tax. the year.
Current income tax are measured at the amount
For the purpose of calculating Diluted Earnings Per
expected to be paid to the tax authorities in
Share, the net profit or loss for the year attributable
accordance with the Income Tax Act, 1961. Deferred
to equity shareholders and the weighted average
income taxes reflect the impact of current year timing
number of shares outstanding during the year are
differences between taxable income and accounting
adjusted for the effects of all dilutive potential equity
income for the year and reversal of timing differences
shares.
of earlier years.
(o) Provisions
Deferred tax is measured based on the tax rates and
the tax laws enacted or substantively enacted at the A provision is recognised when the Company has a
balance sheet date. Deferred tax assets and deferred present obligation as a result of past event and it is
tax liabilities are offset, if a legally enforceable right probable that an outflo w of r esources will be
exists to set off current tax assets against current required to settle the obligation, in respect of which
tax liabilities and the deferred tax assets and deferred a reliable estimate can be made. Provisions are not
tax liabilities relate to the taxes on income levied by discounted to their present value and are determined
same governing taxation laws. Deferred tax assets based on best management estimate required to
are recognised only to the extent that ther e is settle the obligation at each Balance Sheet date.These
reasonable certainty that sufficient future taxable are reviewed at each Balance Sheet date and are
income will be available against which such deferred adjusted to reflect the current best management
tax assets can be realised. In case where the Company estimates.
has unabsorbed depreciation or carry forward tax (p) Cash and Cash equivalents
losses, entire deferred tax assets are recognised only
if there is virtual certainty supported by convincing Cash and cash equivalents in the cash flow statement
evidence that they can be realised against future comprise cash at bank and in hand and shor t term
taxable profits. Unrecognised deferred tax assets of investments with an original maturity of three months
earlier years are re-assessed and recognized to the or less.
extent that it has become r easonably certain or (q) Employee Stock Compensation Cost
virtually certain, as the case may be that sufficient Measurement and disclosure of the employee share-
future taxable income will be available against which based payment plans is done in accordance with SEBI
such deferred tax assets can be realised.The carrying (Employee Stock Option Scheme and Emplo yee
amount of deferred tax assets are reviewed at each Stock Purchase Scheme) Guideline, 1999 and the
balance sheet date. The Company writes-down the Guidance Note on Accounting for Employee Share-
carrying amount of a deferred tax asset to the extent based Payments, issued by the Institute of Chartered
that it is no longer reasonably certain or virtually Accountants of India. The Company measures
certain, as the case may be, that sufficient future compensation cost r elating to emplo yee stock
taxable income will be a vailable against which options using the intrinsic value method.
deferred tax asset can be realised. Any such write- Compensation expense, if any, is amortized over the
down is reversed to the extent that it becomes vesting period of the option on a straight line basis.
reasonably certain or virtually certain, as the case
may be, that sufficient future taxable income will be (r) Government grants and subsidies
available. Grants and subsidies fr om the government are
recognized when there is reasonable assurance that
Minimum Alternative tax (MAT) credit is recognized the grant/subsidy will be received and all attaching
as an asset only when and to the extent there is conditions will be complied with. 47
PVR Limited
When the grant or subsidy relates to an expense item, it 4. Related Party Disclosure
is recognized as income over the periods necessary to
match them on a systematic basis to the costs, which it is Subsidiaries CR Retail Malls (India) Limited
intended to compensate . Where the grant or subsidy PVR Pictures Limited
relates to an asset, its value is deducted in arriving at the
carrying amount of the related asset. Government grants PVR bluO Entertainment Limited
of the nature of promoters’ contribution are credited to
capital reserve and treated as a part of shareholders’ Key Management Personnel Ajay Bijli, Chairman cum Managing
funds. Director and ;
Sanjeev Kumar, Joint Managing
3. Segment Information Director
Business Segments:
The Company is solely engaged in the business of film Enterprises having significant Bijli Investments Private Limited
exhibition. The entire operations are governed by the influence over the Company Priya Exhibitors Private Limited
same set of risk and returns, hence, the same has been
considered as representing a single primary segment.The Enterprises owned or significantly
said treatment is in accordance with the guiding principles influenced by key management
enunciated in the Accounting Standard – 17 on Segment personnel or their relatives Leisure World Private Limited
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.
48
4. Related Party Disclosure Rs.
Subsidiary Companies Enterprises having significant Key Management Personnel Enterprises owned or Total
influence over the Company significantly influenced by key
management personnel or
their relatives
Transactions during the year March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009
Remuneration paid
(excluding provident fund)
Ajay Bijli - - - - 19,968,000 18,339,097 - - 19,968,000 18,339,097
Sanjeev Kumar - - - - 9,984,000 9,185,548 - - 9,984,000 9,185,548
Management Fees
PVR bluO Entertainment Limited 3,624,574 3,000,000 - - - - - - 3,624,574 3,000,000
Rent Expense
Priya Exhibitors Private Limited - - 13,256,845 16,447,356 - - - - 13,256,845 16,447,356
Leisure World Private Limited - - - - - - 33,780,000 24,336,487 33,780,000 24,336,487
Film Distributors Share expense
(net of recovery towards publicity)
PVR Pictures Limited 38,875,889 105,660,537 - - - - - - 38,875,889 105,660,537
Fixed Assets purchased
Leisure World Private Limited - - - - - - 9,200,000 - 9,200,000 -
Interest Paid
PVR Pictures Limited 647,260 - - - - - - - 647,260 -
Expenses on Food, Brewerage & Bowling
PVR bluO Entertainment Limited 233,339 - - - - - - - 233,339 -
Revenue Share
PVR bluO Entertainment Limited 2,554,787 - - - - - - - 2,554,787 -
Advertisement Expenses
PVR bluO Entertainment Limited 160,000 - - - - - - - 160,000 -
PVR Pictures Limited 1,473,329 - - - - - - - 1,473,329 -
CR Retail Malls (India) Limited 648,518 - - - - - - - 648,518 -
Final Dividend Paid for 2008-09
Bijli Investments Private Limited - - 5,058,615 4,975,597 - - - - 5,058,615 4,975,597
Priya Exhibitors Private Limited - - 4,330,000 4,330,000 - - - - 4,330,000 4,330,000
Ajay Bijli - - - - 102,922 18,172 - - 102,922 18,172
Dividend Paid on Preference Shares
Ajay Bijli - - - - - 4,595,900 - - - 4,595,900
Forefeiture of Advance
Received against Shares Warrants
Priya Exhibitors Private Limited - - - 25,820,400 - - - - - 25,820,400
Redemption of Preference Share Capital
Ajay Bijli - - - - - 53,210,000 - - - 53,210,000
Subscription to Equity share capital
PVR bluO Entertainment Limited - 58,650,000 - - - - - - - 58,650,000
Inter Corporate Loans Given
PVR Pictures Limited - 95,000,000 - - - - - - - 95,000,000
CR Retail Malls (India) Limited 58,500,000 371,250,000 - - - - - - 58,500,000 371,250,000
Amount received on behalf of
CR Retail Malls (India) Limited 12,367,249 637,410 - - - - - - 12,367,249 637,410
PVR bluO Entertainment Limited - 1,256,344 - - - - - - - 1,256,344
49
50
PVR Limited
4. Related Party Disclosure (Continued)
Rs.
Subsidiary Companies Enterprises having significant Key Management Personnel Enterprises owned or Total
influence over the Company significantly influenced by key
management personnel or
their relatives
Transactions during the year March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009
Inter Corporate Loans Taken
PVR Pictures Limited 70,000,000 - - - - - - - 70,000,000 -
Inter Corporate Loans Repaid
PVR Pictures Limited 70,000,000 - - - - - - - 70,000,000 -
CR Retail Malls (India) Limited - - - - - - - - - -
Inter Corporate Loans Refund
PVR Pictures Limited - 145,000,000 - - - - - - - 145,000,000
CR Retail Malls (India) Limited 54,425,000 239,325,000 - - - - - - 54,425,000 239,325,000
Interest Received
PVR Pictures Limited - 1,920,548 - - - - - - - 1,920,548
CR Retail Malls (India) Limited - 9,675,884 - - - - - - - 9,675,884
Guarantees Given (Corporate Guarantees)
CR Retail Malls (India) Limited - 72,471,685 - - - - - - - 72,471,685
Guarantees Taken (Personal Guarantees)
Ajay Bijli - - - - * * - - * *
Sanjeev Kumar - - - - * * - - * *
Balance outstanding at the end of the year
Trade Receivable
PVR bluO Entertainment Limited 16,076 2,988,888 - - - - - - 16,076 2,988,888
Trade Payable
PVR Pictures Limited 6,266,325 32,932,444 - - - - - - 6,266,325 32,932,444
Priya Exhibitors Private Limited - - 516,001 714,878 - - - - 516,001 714,878
Security Deposits
Priya Exhibitors Private Limited - - 2,500,000 2,500,000 - - - - 2,500,000 2,500,000
Leisure World Private Limited - - - - - - 2,400,000 2,400,000 2,400,000 2,400,000
Inter Corporate Loans Given
CR Retail Malls (India) Limited 236,000,000 231,925,000 - - - - - - 236,000,000 231,925,000
Advance Receivable in Cash or Kind
CR Retail Malls (India) Limited 2,927,707 - - - - - - - 2,927,707 -
Investment in Equity Share Capital
CR Retail Malls (India) Limited 200,000,000 200,000,000 - - - - - - 200,000,000 200,000,000
PVR Pictures Limited 215,000,000 215,000,000 - - - - - - 215,000,000 215,000,000
PVR bluO Entertainment Limited 58,650,000 58,650,000 - - - - - - 58,650,000 58,650,000
Guarantees Given (Corporate Guarantees)
CR Retail Malls (India) Limited 429,582,995 470,583,332 - - - - - - 429,582,995 470,583,332
Guarantees Taken (Personal Guarantees)
Ajay Bijli - - - - * * - - * *
Sanjeev Kumar - - - - * * - - * *
Assets Mortgaged
Ajay Bijli - - - - * * - - * *
Sanjeev Kumar - - - - * * - - * *
Notes to the Accounts
NOTES:
a) * The Company has availed loans from banks, a body corporate and Small Industries Development Bank of India (SIDBI)
aggregating to Rs. 757,105,528 (Previous year Rs. 706,746,872) which are further secured by personal guarantee of
two directors of the Company. Loan from SIDBI is 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.
5. 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 India’s circular dated January 10, 2003:
March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009
Rs. Rs. Rs. Rs.
Loans and Advances to Subsidiaries
(including accrued interest)
- CR Retail Malls (India) Limited 238,927,707 231,925,000 280,425,000 238,545,767
- PVR Pictures Limited - - - 95,000,000
- Sunrise Infotainment Private Limited* - 160,400,000 - 165,752,730
15. Details of dues to Micro, Small and Medium Enterprises as per MSMED Act, 2006
2009-10 2008-09
Current service cost 4,377,816 3,722,017
Interest cost on benefit obligation 1,223,773 800,245
Expected return on plan assets (844,489) (610,088)
Net actuarial loss/(gain) recognised in the year (681,478) 1,359,901
Effect of the Transfers of Employees (377,279) -
Net benefit expense 3,698,343 5,272,075
Excess of Actual return over estimated return (674,749) (732,222)
Balance sheet
Details of provision for gratuity are as follows:
Changes in the present value of the defined benefit obligation are as follows:
2009-10 2008-09
Opening defined benefit obligation 16,531,926 12,907,090
Adjustment on account of amalgamation of Subsidiar y company
during the year 347,699 -
Interest cost 1,223,773 800,245
Current service cost 4,377,816 3,722,017
Benefits paid (798,694) (2,379,461)
Actuarial losses/(gain) on obligation (6,729) 1,482,035
Closing defined benefit obligation 21,675,791 16,531,926
2009-10 2008-09
Opening fair value of plan assets 11,259,851 8,134,508
Expected return 844,489 610,088
Contributions by employer 5,272,075 4,772,582
Benefits paid (798,694) (2,379,461)
Actuarial Gain/(losses) 674,749 122,134
Closing fair value of plan assets 17,252,470 11,259,851
54
Notes to the Accounts
The Company expects to contribute Rs. 4,423,321 to gratuity fund in the year 2010-11.
The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:
2009-10 2008-09
% %
Investments with insurer 98.14 97.14
Bank balances with the insurer 1.86 2.86
The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to
the period over which the obligation is to be settled.
The principal assumptions used in determining gratuity obligations for the Company’s plans are shown below:
2009-10 2008-09
% %
Discount rate 7.25 7.25
Expected rate of return on plan assets 7.50 7.50
Increase in compensation cost 5.00 5.00
Employee turnover
upto 30 years 25 25
Above 30 years but upto 44 years 15 15
Above 44 years 10 10
a) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion
and other relevant factors, such as supply and demand in the employment market.
b) The current year being only the fourth year of adoption of AS-15 (Revised) by the Company, disclosure as required by
Para 120(n) of Accounting Standard 15 (Revised) have been furnished since the year of its adoption.
55
PVR Limited
2009-10 2008-09
Number of Weighted Numberof Weight
options Average options Average
Exercise Exercise
Price (Rs.) Price (Rs.)
The weighted average share price at the date of exercise for stock options was Rs. 172.41.
Stock Options granted:
The weighted average fair value of stock options granted during the year was Rs. Nil (Previous year Rs. 37.10). The Black
Scholes Method for valuation model had been used for computing the weighted average fair value considering the following
inputs:
2009-10 2008-09
Exercise Price - 88.00
Expected Volatility - 51.80%
Life of the options granted (Vesting and exercise period) in years - 3.70
Expected dividends - 0.45%
Average risk-free interest rate - 5.01%
Expected dividend rate - 0.45%
The options have been 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
in the financial statements. Applying the fair value based method defined in said guidance note, the impact on the reported
net profit and earnings per share would be as follows:
56
Notes to the Accounts
Effect of the employee share-based payment plans on the profit and loss account and on its financial position:
2009-10 2008-09
Total Employee Compensation Cost pertaining to share-based
payment plans 10,686,240 1,448,270
Compensation Cost pertaining to equity-settled employee
share-based payment plan included above 10,686,240 1,448,270
Total Liability for employee stock options outstanding as at year end Nil Nil
Intrinsic Value of liability as at year end for which right to cash/other
assets have vested Nil Nil
18. 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)
a) 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. There are no restrictions imposed by lease arrangements.
b) The Company has given spaces of cinemas/food courts under operating lease arrangements taken on lease or
being operated under revenue sharing arrangements. The Company has common fixed assets for operating
multiplex/giving on rent. Hence separate figures for the fixed assets given on rent are not ascertainable.
19. The Company has during the year issued commercial paper with face value of Rs. 200,000,000 (Previous year Rs. Nil)
(Maximum amount outstanding during the year Rs. 200,000,000, Previous year Rs. Nil) for short term working capital
requirements. The balance outstanding at the year end is Rs. Nil (Previous year Rs. Nil).
20. Other current assets include an amount of Rs. 1,247,175 which represents amount of entertainment tax recoverable from
the Government of Uttar Pradesh in respect of its multiplex at Allahabad, which commenced operations effective from 5th
March, 2010. The Company is hopeful of recovering the same in accordance with the Uttar Pradesh State Government
Order no. 2226/11 dated 12-11-2001. 57
PVR Limited
*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 b y 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. 2,071,277).
** including Rs. 4,992,000 (Previous year Rs. 4,592,774) charged to pre-operative expenses. The said amount does not include
58 provident fund contribution of Rs. 374,400 (Previous year Rs. 345,213).
Notes to the Accounts
Computation of Net Profit in accordance with Section 349 of the Companies Act, 1956 for calculation of
remuneration payable to directors
2009-10 2008-09
(Rs.) (Rs.)
Profit Before Tax 2,479,025 198,395,164
Add:
Directors’ remuneration (including contribution to provident fund of
Rs. 1,872,000, Previous year Rs. 1,726,065) 26,832,000 24,657,936
Loss on sale of fixed assets as per Section 349 of the Companies 9,542,819 13,797,816
Act, 1956
Loss on sale of Current Investments - 6,398
Directors’ sitting Fee 760,000 840,000
Provision for doubtful debts and advances 11,216,613 1,145,146
Profit on the Sale of current investment (159,229) -
Net profit as per Section 349 of the Companies Act, 1956 50,671,228 238,842,460
Remuneration permissible to Managing and Whole time
Directors at 10% of the net profits as calculated above 5,067,123 23,884,246
The Ministry of Corporate Affairs (MCA), Central Government vide letter dated April 5th, 2010 has approved remuneration
of Rs. 14,500,000 to Mr.Ajay Bijli, Chairman cum Managing Director (CMD) of the Company for the period 1.04.2008 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. 3,640,399 (as approved by the Remuneration Committee
and shareholders of the Company).
The MCA, Central Government vide another letter dated April 5th, 2010, has approved annual remuneration to CMD for
the period 1.04.2009 to 31.03.2012 shall be as per last year’s remuneration i.e Rs. 19,719,949 (including contribution to
provident fund).The Company is in the process of filing an application with the Central Government for seeking approval
for waiver of excess amount of remuneration of Rs. 1,628,903 (excluding contribution to provident fund) paid to CMD
during the financial year 2009-10.
Remuneration of Rs. 9,984,000 (excluding contribution to provident fund) paid to the Joint Managing Director (JMD)
during the financial year 2009-10 is in excess of limits prescribed under Schedule XIII to the Companies Act, 1956 by
Rs.7,584,000. Necessary application/representation has already been made to MCA, Central Government vide letters
dated October 12 th, 2009 followed by letter dated May 25 th, 2010 to allow the Company for payment of minimum
remuneration of Rs. 9,984,000 for the period from April 1st, 2009 to July 23rd, 2013 (as approved by the Remuneration
Committee and shareholders of the Company).
23.2 Expenditure in foreign currency (on accrual basis) March 31, 2010 March 31, 2009
(Rs.) (Rs.)
Travelling 1,948,161 1,406,013
Professional fees (including expenses, net of income tax) 3,081,409 4,134,242
Director Sitting Fees (net of income tax) 168,370 84,429
Advertisement Expense - 1,117,249
59
PVR Limited
24. 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.
25. a. The Company has during the year started commercial operations at Raipur and Allahabad. Hence, current year’s figures
are not strictly comparable with those of the previous year.
b. Erstwhile Sunrise Infotainment Private Limited has been amalgamated with the Company with effect from the Appointed
Date ie. April 01st, 2008 affected during the year. Hence current year’s figures are not strictly comparable with those
of the previous year.
c. Previous year’s figures have been re-grouped where necessary to conform to current year’s classification.
Signature to Schedule 1 to 22
For and on behalf of the Board of Directors
As per our report of even date
Place: Gurgaon
Date: May 28, 2010
60
PVR LIMITED
Balance Sheet Abstract and Company’s General Business Profile
I REGISTRATION DETAILS
SOURCE OF FUNDS
PAID UP CAPITAL : RESERVES & SURPLUS :
256,243 2,216,384
APPLICATION OF FUNDS
NET FIXED ASSETS : INVESTMENTS :
2,236,878 1,114,346
Sanjay Khanna
(Director)
Place: Gurgaon
Date: May 28, 2010 61
PVR Limited
properties as lessee of such properties. The Parent
Auditors’ Report Company has challenged the impugned provisions
of law by way of a writ petition filed with the
Hon’ble High Court of Delhi and an interim order
Auditor’s Report to the Board of Directors of PVR is obtained. The Parent Company has also been
Limited on the consolidated financial statements legally advised that no service tax is payable on
of PVR Limited and its subsidiaries (CR Retail Malls renting of immovable properties as lessee of such
(India) Limited, PVR Pictures Limited and PVR properties. Pending the final outcome of this matter,
bluO Entertainment Limited) (referred to as “PVR no provision for service tax liability amounting to
Group”). Rs. 88,303,515 (including Rs. 39,029,746 pertaining
to earlier years) (net of service tax credit claimable)
1. We have audited the attached Consolidated Balance has been made.
Sheet of PVR Group as at March 31, 2010, and also
the Consolidated Profit and Loss Account and the (b) Note No. 25 of Schedule 26 of the financial
Consolidated Cash Flow Statement for the year statements, the Parent Company has during the year
ended on that date annexed thereto. These financial ended March 31, 2010, has incurred managerial
statements are the responsibility of the PVR remuneration of Rs. 29,952,000 which is in excess
Limited’s management and have been prepared by of the prescribed limits under Section 309 of the
the management on the basis of separate financial Companies Act, 1956 by Rs 7,584,000 paid to Mr.
statements and other financial information regarding Sanjeev Kumar and in excess of the approval granted
components. Our responsibility is to express an by Ministr y of Corporate Affairs, Central
opinion on the consolidated financial statements Government (CG) by Rs. 1,628,903 paid to Mr. Ajay
based on our audit. Bijli. In the previous year, the Parent Company had
paid managerial remuneration in excess of the
2. We conducted our audit in accordance with the approval granted by MCA by Rs. 3,640,399 to Mr.
auditing standards generally accepted in India. Those Ajay Bijli. The Par ent Compan y has f iled
Standards require that we plan and perform the representations in the matter with the CG and a
audit to obtain reasonable assurance about whether separate representation is being filed with CG for
the financial statements are free of material waiver of excess remuneration of Rs. 1,628,903 paid
misstatement. An audit includes, examining on a test to Mr. Ajay Bijli during the financial year 2009-10.
basis, evidence supporting the amounts and Pending the f inal outcome of the Compan y’s
disclosures in the financial statements. An audit also representations, no adjustments have been made
includes assessing the accounting principles used to the accompanying financial statements in this
and significant estimates made by management, as regard.
well as evaluating the overall financial statement
presentation.We believe that our audit provides a 6. Based on our audit and on consideration of reports of
reasonable basis for our opinion. other auditors on separate financial statements and on
the other financial information of the components, and
3. We did not audit the financial statements of certain to the best of our information and according to the
subsidiaries, whose financial statements reflect total explanations given to us, we are of the opinion that the
assets of Rs. 2,333,598,918 as at March 31, 2010, the attached consolidated financial statements give a true
total revenues of Rs. 537,193,345 and cash inflows and fair view in conformity with the accounting principles
amounting to Rs. 91,430,887 for the year then ended. generally accepted in India:
These financial statements and other financial
information have been audited by other auditors (i) in the case of the Consolidated Balance Sheet, of
whose reports have been furnished to us, and our the consolidated state of affairs of PVR Group as at
opinion is based solely on the report of other March 31, 2010;
auditors. (ii) in the case of the Consolidated Profit and Loss
4. We report that the consolidated financial statements Account, of the profit of the PVR Group for the
have been prepared by PVR Limited’s management year ended on that date; and
in accordance with the requirements of Accounting (iii) in the case of the Consolidated Cash Flow
Standard (AS) 21, Consolidated Financial Statements Statement, of the Cash Flows of the PVR Group for
notified under the Companies (Accounting the year ended on that date.
Standards) Rules, 2006 and on the basis of the
separate audited financial statements of PVR Limited For S.R. Batliboi & Co.
and its subsidiaries included in the consolidated Firm registration number: 301003E
financial statements. Chartered Accountants
5. Without qualifying our opinion, we draw attention per Anil Gupta
to the following: Partner
(a) Note 8 (i) of Schedule 26 of the financial Membership No.: 87921
statements, wherein as per requirements of
the Finance Act, 2010, the Parent Company and Place : Gurgaon
a Subsidiary Company may be liable to pay Date : May 28, 2010
62 service tax in respect of renting of immovable
Consolidated
Financial
Statements
63
PVR Limited
Schedules As at As at
March 31, 2010 March 31, 2009
(Rs.) (Rs.)
SOURCES OF FUNDS
Shareholders’ Funds
Share capital 1 256,243,300 230,138,700
Reserves and surplus 2 2,834,209,355 2,456,762,652
3,090,452,655 2,686,901,352
Minority Interest 3
Equity 199,683,340 199,683,340
Securities premium account 411,911,741 411,911,741
Non-Equity (9,282,365) (3,791,837)
602,312,716 607,803,244
Loan funds
Secured loans 4 1,777,953,405 1,440,540,348
Unsecured loans 5 30,000 30,000
Deferred payment liabilities 20,800,000 31,200,000
(Due within one year Rs. 10,400,000, previous year Rs. 10,400,000)
1,798,783,405 1,471,770,348
Deferred Tax Liabilities (net) 6 217,097,420 208,250,614
5,708,646,196 4,974,725,558
APPLICATION OF FUNDS
Fixed Assets 7
Gross block 3,797,155,935 3,661,968,879
Less : Accumulated depreciation 930,103,964 695,618,523
Net block 2,867,051,971 2,966,350,356
Capital Work-in-Progress including Capital Advances 242,966,002 64,062,890
Pre-operative expenses (pending allocation) 8 101,121,861 31,810,838
3,211,139,834 3,062,224,084
Intangible Assets (net of amortisation and including 9 653,086,929 186,623,308
capital advances)
Investments 10 1,067,029,886 1,148,399,611
Deferred Tax Assets (net) 11 49,943,176 48,549,923
Current Assets, Loans and Advances
Interest accrued on long term investments 4,057,302 5,634,567
Inventories 12 36,561,724 32,353,334
Sundry debtors 13 143,623,152 184,906,119
Cash and bank balances 14 207,412,532 84,310,581
Other current assets 15 16,483,123 8,627,342
Loans and advances 16 908,979,463 843,528,819
1,317,117,296 1,159,360,762
Less: Current Liabilities and Provisions
Current liabilities 17 540,506,157 585,992,603
Provisions 18 49,621,796 45,048,895
590,127,953 631,041,498
Net Current Assets 726,989,343 528,319,264
Miscellaneous Expenditure (to the extent not written off) 19 457,028 609,368
5,708,646,196 4,974,725,558
Notes to Accounts 26
The schedules referred to above and notes to accounts form an integral part of the Consolidated Balance Sheet.
As per our report of even date
For S. R. Batliboi & Co. For and on behalf of the Board of Directors
Firm’s Registration No. : 301003E
Chartered Accountants
per Anil Gupta Ajay Bijli Sanjeev Kumar
Partner (Chairman cum Managing Director) (Joint Managing Director)
Membership No. 87921
Place: Gurgaon N.C. Gupta Nitin Sood Sanjay Khanna
Date: May 28, 2010 (Company Secretary) (Chief Financial Officer) (Director)
64
Consolidated Profit and Loss Account for the year ended March 31, 2010
INCOME
Operating income 20 3,341,262,932 3,521,097,187
Other income 21 97,786,905 116,045,835
3,439,049,837 3,637,143,022
EXPENDITURE
Film distributors’ share (including commission) 803,440,794 632,053,553
Movie distribution and print charges 183,063,318 510,236,769
Cost of goods purchased for sale 1,889,670 144,504
Consumption of food and beverages 203,945,400 193,107,629
Personnel expenses 22 420,430,770 383,652,964
Operating and other expenses 23 1,386,058,792 1,329,405,100
Miscellaneous expenditure written off 152,340 152,342
2,998,981,084 3,048,752,861
Profit before depreciation/amortisation, interest and tax (EBITDA) 440,068,753 588,390,162
Depreciation/amortisation 274,445,058 353,392,563
Interest paid 24 158,615,448 125,471,612
Profit before tax 7,008,247 109,525,987
Provision for Minimum Alternative Tax/Current Income Tax (9,509,386) (20,800,000)
Less: MAT Credit Entitlement Account 6,699,890 9,300,000
Wealth Tax (115,000) (125,000)
Deferred tax credit/(charge) 4,046,445 (5,773,590)
Deferred tax (charge) for earlier years (11,500,000) (86,184,072)
Income tax credit for earlier years (net) (including MAT Credit Entitlement
of Rs. 6,900,000 for earlier years) 11,403,833 85,062,550
Fringe benefit tax - (7,661,583)
Total Tax credit /(expense) 1,025,782 (26,181,695)
8,034,029 83,344,292
Add: Share of Minority Interest in (Profit)/ Losses (Net) 5,490,526 3,791,837
Notes to Accounts 26
The schedules referred to above and notes to accounts form an integral part of the Consolidated Profit and Loss Account.
As per our report of even date
For S. R. Batliboi & Co. For and on behalf of the Board of Directors
Firm’s Registration No. : 301003E
Chartered Accountants
Ajay Bijli Sanjeev Kumar
per Anil Gupta
(Chairman cum Managing Director) (Joint Managing Director)
Partner
Membership No. 87921
Place: Gurgaon N.C. Gupta Nitin Sood Sanjay Khanna
Date: May 28, 2010 (Company Secretary) (Chief Financial Officer) (Director) 65
PVR Limited
Consolidated Cash Flow Statement for the year ended March 31, 2010
Adjustments for:
Depreciation/amortisation 274,445,058 353,392,563
Loss on disposal of fixed assets (net) 9,804,650 13,797,816
Pre-operative expenses charged off 2,117,095 76,692
Interest income (14,501,072) (9,589,604)
Profit on sale of current investments (net) (5,615,921) (4,665,961)
Miscellaneous expenditure incurred (Preliminary expenses)
(net of amount written off) 152,340 (609,368)
Dividend income (33,437,120) (69,023,488)
Interest expense 158,615,448 125,471,612
Provision for doubtful capital advances - 770,000
Provision for doubtful debts and advances (net) 14,931,362 2,533,536
Cash and cash equivalents at the end of the year 55,358,373 38,582,532
66
Cash Flow Statement for the year ended March 31, 2010 (Continued)
Components of cash and cash equivalents as at* March 31, 2010 March 31, 2009
55,358,373 38,582,532
* difference of Rs.152,054,159 (Previous year Rs. 45,728,049) from Schedule 14 represents short-term investments
with an original maturity of more than three months.
** these balances are not available for use as they represent corresponding unpaid dividend liabilities.
Note: The above Cash Flow Statement has been prepared under the “Indirect Method” as stated in Accounting Standard 3
on Cash Flow Statement.
67
PVR Limited
600,000,000 500,000,000
256,243,300 230,138,700
Notes:
1. For stock options outstanding details, refer note 19 of Schedule 26.
2. Authorised share capital pursuant to scheme of amalgamation has been increased during the year, in accordance with the
scheme approved by the Hon’ble High Court (refer note 12 (ii) of schedule 26).
200,000,000 200,000,000
Securities Premium account
As per last account 1,990,399,440 1,371,900,159
Add: Received during the year 400,504,880 633,999,996
Add: Excess provision for share issue expenses now written back and
added to securities premium account of Parent Company - 631,670
Less: Utilized for share issue expenses 6,603,547 16,132,385
2,384,300,773 1,990,399,440
Debenture Redemption Reserve
Transferred from Profit and Loss Account during the year 2,120,000 -
2,834,209,355 2,456,762,652
68
Schedules to the Consolidated Accounts
602,312,716 607,803,244
Other loans
Term loan from a financial institution 429,582,995 470,583,332
(Due within one year Rs. 42,000,004 (Previous year Rs. 41,000,004))
Term loans from a body corporate 619,989,035 477,269,234
(Due within one year Rs. 151,500,896 (Previous year Rs. 144,324,782))
Term loan from small industries development bank of india (SIDBI) 19,400,000 38,100,000
(Due within one year Rs.19,400,000 (Previous year Rs. 20,400,000))
1,777,953,405 1,440,540,348
Notes:
1. 11.40% Secured Redeemable Non-Convertible Debentures, are secured by mortgage on immovable properties ranking pari passu and to be secured
by first pari passu charge on movable fixed assets of the Parent Company (except vehicles hypothecated to banks), and all current assets including
receivables of any kind belonging to the Parent Company, both present and future.
2. a) Term loans and Cash Credit facility from United Bank of India to the extent of Rs. 54,761,082, are secured by first pari passu charge by way of
hypothecation of the Parent Company’s movable assets (except vehicles hypothecated to banks) including plant and machiner y except those at PVR
Juhu, Mumbai of all present and future operating theatres of the Parent Company and current assets, belonging to the Parent Company both present
and future. These are further secured by the personal guarantee of two directors of the Parent Company.
2. b) Term loan from Axis Bank of India to the extent of Rs. 350,000,000, is secured by first pari passu charge with other lenders on all immo vable and
movable fixed assets (excluding vehicles hypothecated to banks) and receivables, belonging to the Parent Company both present and future except
those at PVR Juhu, Mumbai. These are further secured by the personal guarantee of two directors of the Parent Company.
69
PVR Limited
3. Car finance loans to the extent of Rs.14,220,293 are to be secured by hypothecation of vehicles purchased out of the proceeds of the loans.
4. Term loan from a financial institution to the extent of Rs. 429,582,995 is secured by way of: (a) first and exclusive mortgage of property being seven
(7) screen mutliplex cinema at Phoenix Mills, Senapati Bhapat Marg, Lower Parel in Mumbai of the subsidiar y company, (b) undertaking for non-
disposal of 76% of the total share capital of the Borrower held by the Parent Company, (c) assignment of all receivables of a Subsidiary Company, (d)
hypothecation of all movable assets situated at the seven (7) screen multiplex cinema at Phoenix Mills, Senpati Bapat Marg, LowerParel of the
subsidiary company.
5. Term Loans from a body corporate to the extent of Rs. 619,989,035, are secured by first pari passu charge with other lenders on all mo vable fixed
assets of the Parent Company (excluding vehicles hypothecated to banks) both present and future except those at PVR Juhu, Mumbai. These loans
are further secured by first pari passu charge on all receivables both present and future. The loans to the extent of Rs. 332,944,446 are further
secured by the personal guarantee of two directors of the Parent Company.
6. Loan from SIDBI to the extent of Rs. 19,400,000 is secured by a first pari passu charge by way of hypothecation of all the movable assets (except
vehicles hypothecated to banks) both present and future, of all cinemas of the Parent Company ranking pari passu with other lenders. It is further
secured by a second charge on personal properties of a director at Vasant Vihar and Jhandewalan, New Delhi and is also secured by the personal
guarantee of two directors of the Parent Company.
30,000 30,000
70
Schedules to the Consolidated Accounts
Gross Block
At 01.04.2009 190,350 1,273,590 635,711,841 1,024,411,990 1,543,833,682 421,107,555 35,439,871 3,661,968,879 2,088,314,135
Additions - - - 47,611,213 102,588,602 16,704,635 9,200,000 176,104,450 1,596,782,995
Deductions - - - 3,902,500 26,109,529 1,954,845 8,950,520 40,917,394 23,128,251
At 31.03.2010 190,350 1,273,590 635,711,841 1,068,120,703 1,620,312,755 435,857,345 35,689,351 3,797,155,935 3,661,968,879
Acumulated Depreciation
At 01.04.2009 - 231,819 2,753,764 218,763,288 338,648,388 129,924,781 5,296,483 695,618,523 491,764,634
For the year - 20,761 10,362,103 80,651,971 114,575,999 40,569,377 3,287,145 249,467,356 207,631,904
Deductions - - - 192,577 11,673,426 710,582 2,405,330 14,981,915 3,778,015
At 31.03.2010 - 252,580 13,115,867 299,222,682 441,550,961 169,783,576 6,178,298 930,103,964 695,618,523
For previous year - 20,760 2,753,764 67,867,959 95,437,393 38,614,868 2,937,160 207,631,904
Net Block
At 31.03.2010 190,350 1,021,010 622,595,974 768,898,021 1,178,761,794 266,073,769 29,511,053 2,867,051,971 2,966,350,356
At 31.03.2009 190,350 1,041,771 632,958,077 805,648,702 1,205,185,294 291,182,774 30,143,388 2,966,350,356
Capital work in progress 198,708,613 28,527,243
Capital Advances
(Unsecured, considered good) 44,257,389 35,535,647
242,966,002 64,062,890
Total 3,110,017,973 3,030,413,246
Notes:
1. Fixed assets of the cost of Rs. 6,852,918, Previous year Rs. 17,575,831, (written down value) Rs. 2,535,825, Previous year Rs. 13,797,816) have been discarded during the year.
2. Gross Block of Fixed Assets include Rs. 43,845,509 (Previous year Rs. 43,951,089) being Parent Company’s proportionate share of expenses towards modification in the building structure
and equipments, claimed by the various landlords of the properties taken on rent.
3. Claims of Rs. 8,921,779 (Previous year Rs. 17,464,317) lodged by some developers on the Parent Company and claims of Rs. 45,31,033 (Previous year Rs. 7,681,033) lodged by the Parent
Company on the developer are subject to confirmation/reconciliation. However, the Parent Company has duly accounted for the aforesaid claims in the books. Adjustments, if any, which in
the opinion of the management, will not be material, would be made once the claims are confirmed/reconciled.
4. Leasehold Building include premium paid amounting to Rs. 468,750,000 towards lease of 900 years.
5. Additions to fixed assets include Rs. 25,665,479 (including Rs. 25,000,000 for which in voice is yet to be received) pertaining to earlier years but capitalised during the current year.
Depreciation provided during the year includes Rs. 2,271,110 in respect of earlier years on the above.
6. Deduction from fixed assets include Rs. 4,130,183 (Previous year Nil) being credit on settlement of liabilities relating to assets capitalized in previous year. Depreciation provided for the year
is net of reversal of depreciation provided in earlier years of Rs. 14,667 (Previous year Nil).
7. Deductions from fixed assets include Rs. 2,085,662 being service tax credit pertaining to earlier years, but accounted for at the end of the current year. Depreciation provided for the year
is net of reversal of depreciation provided in earlier years of Rs. 400,053.
71
PVR Limited
Gross Block
At 01.04.2009 3,237,299 - 23,311,336 13,267,449 281,286,992 321,103,076 84,794,572
Additions - 824,313 6,783,223 - 8,187,840 15,795,376 236,308,504
At 31.03.2010 3,237,299 824,313 30,094,559 13,267,449 289,474,832 336,898,452 321,103,076
Amortisation
At 01.04.2009 2,081,218 - 6,705,373 145,398 184,010,356 192,942,345 47,181,686
For the year 647,460 89,927 4,112,841 2,653,492 17,473,982 24,977,702 145,760,659
At 31.03.2010 2,728,678 89,927 10,818,214 2,798,890 201,484,338 217,920,047 192,942,345
For previous year 647,460 - 2,648,309 145,398 142,319,492 145,760,659
Net Block
At 31.03.2010 508,621 734,386 19,276,345 10,468,559 87,990,494 118,978,405 128,160,731
Capital Advances ( Unsecured,
considered good) 534,108,524 58,462,577
At 31.03.2010 508,621 734,386 19,276,345 10,468,559 87,990,494 653,086,929 186,623,308
At 31.03.2009 1,156,081 - 16,605,963 13,122,051 97,276,636 128,160,731
Note: Amortisation for the year in respect of film right’s cost includes an amount of Rs. Nil (Previous year Rs. 9,011,161) impaired based on management’s estimate towards
72 recoverable value of such rights.
Schedules to the Consolidated Accounts
Schedule 10 : Investments
As at As at
March 31, 2010 March 31, 2009
(Rs.) (Rs.)
1,067,029,886 1,148,399,611
Notes:
1. *Held in the name of the Managing Director in the interest of the
Parent Company. 548,000 5,548,000
2. *Held in the name of respective Director of the subsidiary
company/companies. 7,000,000 7,000,000
3. **Held in the name of the Employee in the interest of the
Parent Company. 1,420,000 45,000
4. *** Invested out of unutilised monies out of issue of share capital. 731,145,820 1,042,057,701
5. Aggregate value of investments
74
Schedules to the Consolidated Accounts
Note:
In respect of one of the subsidiary company considering the projected revenues from the firm contracts for movies currently
under production and expected to be released in 2010-11, coupled with the projected revenues from the distribution business, as
included in 2010-11 annual business plan (ABP) and as approved by the board of directors of subsidiary company in their meeting
dated May 21, 2010, management is of the view there is virtual certainity that the deferred tax asset as at March 31,2010 will be
realized against the future taxable profits.
Schedule 12 : Inventories
(At lower of cost and net realisable value)
Food and beverages 12,374,141 9,596,514
Stores and spares 23,357,309 22,396,727
Goods purchased for resale 830,274 360,093
36,561,724 32,353,334
Other debts
Secured, considered good 7,823,000 5,239,155
Unsecured, considered good 115,733,387 147,863,591
Unsecured, considered doubtful 254,023 105,279
166,435,222 192,786,826
Less : Provision for doubtful debts 22,812,070 7,880,707
143,623,152 184,906,119
75
PVR Limited
207,412,532 84,310,581
* Includes fixed deposit receipts pledged with banks amounting to Rs. 50,853,700 (Previous year Rs. 44,590,758).
16,483,123 8,627,342
909,036,925 843,586,281
Less : Provision for doubtful advances 57,462 57,462
908,979,463 843,528,819
Included in Loans and advances are:
Outstanding from two private limited companies in which some of
the directors are interested as directors 4,900,000 4,900,000
* includes Rs. 70,000 (Previous year Rs. 70,000) acquired by a subsidiary
company at the time of dissolution of its par tnership firm
76
Schedules to the Consolidated Accounts
Sundry Creditors
(a) total outstanding dues of Micro and Small Enterprises - -
(b) total outstanding dues of creditors other than Micro and
Small Enterprises 405,047,974 462,839,946
Unclaimed dividend (statutory liabilities as referred in Section 205C of the
Companies Act, 1956)* 173,596 174,786
Book overdraft with banks 6,560,752 22,835,222
Security deposits 20,948,898 18,627,435
Income received in advance (includes amount adjustable after one year
Rs. 18,000,000, Previous year Rs. 36,000,000) 97,124,028 79,428,704
Interest accrued but not due on loans 10,650,909 2,086,510
540,506,157 585,992,603
* Shall be transferred to Investor Education and Protection Fund (as and when due)
Schedule 18 : Provisions
For taxation - -
For Final Dividend
- on Equity Shares 25,624,330 23,013,870
For Corporate Dividend Tax 4,354,855 3,911,207
For Fringe Benefit Tax (Net of Payment) 92,110 1,130,910
For Staff benefit schemes - Leave Encashment 14,422,214 9,690,994
For Staff benefit schemes - Gratuity 5,128,287 7,301,914
49,621,796 45,048,895
457,028 609,368
77
PVR Limited
Income from sale of tickets of films (net of entertainment tax paid Rs. 1,845,318,942 1,649,110,288
300,154,092, Previous year Rs. 356,820,193)
Income from Revenue Sharing (net of entertainment tax paid Rs. 24,639,233, 184,285,617 254,851,247
Previous year Rs. Nil)
Income from sale of film rights, distribution of films and production of films 210,610,140 612,482,514
(Gross,Tax Deducted at source Rs. 15,63,754, Previous year Rs. 11,168,648)
Income from Bowling (net of entertainment tax paid Rs. 12,318,726,
Previous year Rs. 601,861) 48,602,813 2,361,817
Sale of food and beverages 618,103,334 575,694,588
Advertisement (Gross,Tax Deducted at source Rs. 9,152,700, 393,745,088 396,854,035
Previous year Rs. 20,632,755)
Royalty Income (to the extent of pouring fee) (Gross,Tax - 2,178,293
Deducted at source Rs. Nil, Previous year Rs. 116,456)
Management fees (Gross,Tax Deducted at source Rs. Nil, 58,065 4,133,533
Previous year Rs. 381,912)
Sale of goods purchased for sale 2,158,377 90,697
Income from shoe rentals 8,526,771 429,055
Convinience Fees 29,853,785 22,911,120
3,341,262,932 3,521,097,187
Interest
On bank deposits (Gross,Tax Deducted at Source Rs. 813,115, 6,822,128 4,235,493
Previous year Rs. 934,140)
On long term investments - Non Trade (Gross,Tax Deducted at 1,427,735 2,606,811
Source Rs. Nil, Previous year Rs. Nil)
On Inter-corporate loans to others (Gross,Tax Deducted at Source 1,516,267 1,681,504
Rs. 296,111, Previous year Rs. 450,220)
From others (Gross,Tax Deducted at Source Rs. Nil, Previous year Rs. Nil) 4,734,942 1,065,796
Dividend income (from current investments - other than trade) 33,437,120 69,023,488
Profit on sale of current investments - other than trade (net) 5,615,921 4,665,961
Rent received (Gross,Tax Deducted at Source Rs. 662,975, Previous 6,675,221 7,357,021
year Rs. 1,384,732)
Foreign exchange difference (net) 209,033 29,475
Unspent Liabilities written back (net) 15,973,647 11,474,617
Miscellaneous income 21,374,891 13,905,669
97,786,905 116,045,835
420,430,770 383,652,964
78
Schedules to the Consolidated Accounts
1,386,058,792 1,329,405,100
Interest
on fixed loans 153,308,227 124,634,392
to banks and others 5,307,221 837,220
158,615,448 125,471,612
79
PVR Limited
Weighted number of equity shares of Rs. 10 each outstanding during the year 23,660,278 23,013,870
Weighted number of equity shares of Rs. 10 each outstanding during the year 23,678,613 23,013,870
80
Notes to the Consolidated Accounts
NOTES annexed to and forming part of the Consolidated Balance Sheet as at March 31, 2010, Consolidated Profit and Loss
Account and Consolidated Cash Flow Statement for the year ended on that date.
1. Principles of Consolidation
The Consolidated Financial Statements relate to PVR Limited (Parent Company) and its subsidiary companies (hereinafter
referred as the “PVR Group”). The Consolidated Financial Statements have been prepared on the following basis:
(i) The financial statements of the Parent Company and its subsidiary companies have been combined on a line by line basis
by adding together the book values of like items of assets, liabilities, income and expenses after fully eliminating intra
group balances and intra group transactions resulting in unrealized profits or losses, if any, as per Accounting Standard
– 21, Consolidated Financial Statements, notified under the Companies (Accounting Standards) Rules, 2006.
(ii) The subsidiary companies which are included in the consolidation and the Parent Company’s holding therein is as
under:
The Capital Reserve in the Consolidated Financial Statements represents the excess of the PVR Limited’s share in the net
assets of its subsidiary (PVR Pictures Limited and Sunrise Infotainment Private Limited) over the purchase consideration of
investment.
(e) Depreciation
Leasehold Improvements are amortized over the estimated useful life or unexpired period of lease (whichever is lower)
on a straight line basis.
Cost of structural improvements at premises where Parent Company has entered into agreement with the parties to
operate and manage Multiscreen/Single Screen Cinemas on revenue sharing basis are amortized over the estimated
useful life or lock in period of the agreement (whichever is lower) on a straight line basis.
Depreciation on all other assets is provided on Straight-Line Method at the rates computed based on estimated
useful life of the assets, which are equal to the corresponding rates prescribed in Schedule XIV to the Companies
Act, 1956.
Assets costing Rs. 5,000 and below are fully depreciated over a period of one year in case of one of the subsidiar y
companies (0.06% of the Total fixed assets). In case of others, assets costing Rs. 5,000 and below are fully depreciated
in the year of acquisition.
(f) Intangibles
Goodwill
Goodwill arising out of acquiring share in a subsidiary company is amortised pro-rata over a period of 5 years from
the date of acquisition.
Software and Website Development cost
Cost relating to purchased software’s, software licenses and website development, are capitalized and amortized
on a straight-line basis over their estimated useful lives of six years.
Software licenses costing Rs 5,000 and below are fully depreciated in the year of acquisition.
Film Rights’ Cost
The intellectual property rights acquired/created in relation to films are capitalised as film rights. The subsidiary
company’s amortisation policy is as below:
(a) In respect of films which have been co-produced/co-owned/acquired and in which the subsidiary company
holds rights for a period of 5 years and above as below:
- 60% of the cost of film rights on first domestic theatrical release of the film. The said amortisation
relates to domestic theatrical rights, international theatrical rights, television rights, music rights and
video rights.
In case these rights are not exploited along with or prior to the first domestic theatrical release,
proportionate cost of such right is carried forward to be written off as and when such right is
commercially exploited or at the end of 1 year from the date of first domestic theatrical release,
whichever occurs earlier.
- Balance 40% is amortised over the remaining license period based on an estimate of future revenue
potential subject to a maximum period of 10 years.
(b) In case where theatrical rights/satellite rights/home video rights are acquired (primarily for foreign films)
- 30% of the cost is amortised on domestic theatrical release of the movie.
- 40% of the cost amortised on the sale of Satellite rights.
- In cases where there is no theatrical release, 70% of the cost is amortised at time of sale of satellite
rights.
- 20% of the cost is amortised on the sale of Home Video rights.
a. In cases where the sale is on Minimum Guarantee Basis, such 20% is amortised at the time of
sale.
b. In cases where the sale is on Consignment basis, an estimate of future revenue potential is
expected up to 3 years from the date of release on Home Video. In such cases 15% of the total
cost (75% of 20% cost) is amortised in the First year of sale and balance 5% (12.5% of 20%) is
amortised equally for Second and Third year.
- balance 10% cost is amortised on the second sale of satellite rights.
(c) In case where theatrical rights/satellite rights/home video rights are acquired for a limited period of 1 to 5
years entire cost of movies rights acquired or produced by the Company, on first theatrical release of the
movie. The said amortisation relates to domestic theatrical rights, international theatrical rights, television
rights, music rights and video rights and others.
In case these rights are not exploited along with or prior to the first domestic theatrical release, proportionate
cost of such right is carried forward to be written off as and when such right is commercially exploited or
at the end of 1 year from the date of first theatrical release, whichever occurs earlier.
83
PVR Limited
In case circumstances indicate that the realisable value of a right is less than its unamortised cost, an
impairment loss is recognised for the excess of unamortised cost over the management’s estimate of film
rights realisable value.
In respect of unreleased films, payments towards film rights are classified under capital advances.
(g) Leases
Where the PVR Group is the lessee
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased items, are
classified as operating leases. Operating lease payments are recognized as an expense in the Profit and Loss Account
on an ongoing basis.
Where the PVR Group is the lessor
Assets subject to operating leases are included in fixed assets. Lease income is recognised in the Profit and Loss
Account on a straight-line basis over the lease term. Costs, including depreciation are recognised as an expense in
the Profit and Loss Account. Initial direct costs such as legal costs, brokerage costs, etc. are recognised immediately
in the Profit and Loss Account.
(h) Expenditure on new projects and substantial expansion
Expenditure directly relating to construction activity is capitalised. Indirect expenditure incurred during construction
period is capitalised as part of the indirect construction cost to the extent expenditure is related to construction
or is incidental thereto. Other indirect expenditure (including borrowing costs) incurred during the construction
period, which is not related to the construction activity nor is incidental thereto is charged to the Profit and Loss
Account. Income earned during construction period is adjusted against the total of the indir ect expenditure.
All direct capital expenditure on expansion is capitalised. As regards indirect expenditure on expansion, only that
portion is capitalised which represents the marginal increase in such expenditure involved as a result of capital
expansion. Both direct and indirect expenditure are capitalised only if they increase the value of the asset beyond
its originally assessed standard of performance.
(i) Investments
Investments that are readily realizable and intended to be held for not more than a year are classified as current
investments. All other investments are classified as long term investments. Current investments are carried at
lower of cost and fair value determined on an individual investment basis. Long term investments are carried at
cost. However, provision for diminution in the value is made to recognize a decline other than temporary in the
value of the investments.
(j) Inventories
Inventories are valued as follows:
Food and beverages and Lower of cost and net realizable value. Cost is determined on First In First Out
goods purchased for sale Basis.
Stores and spares Lower of cost and net realizable value. Cost is determined on First In First Out
Basis.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs necessary
to make the sale.
(k) Revenue Recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the PVR Group and the
revenue can be reliably measured. Amount of entertainment tax, sales tax and service tax collected on generating
operating revenue has been deducted from the respective operating revenue.
Sale of Tickets of Films
Revenue from sale of tickets of films is recognised as and when the film is exhibited.
Revenue Sharing
Income from revenue sharing is recognized in accordance with the terms of agreement with parties to operate and
manage Multiscreen/ Single screen Cinemas, namely PVR EDM, PVR Lucknow, PVR Indore, PVR Mullund, PVR
Allahabad and PVR Raipur in a coordinated manner.
Sale of Food and Beverages and Goods purchased for Sale
Revenue from sale of food and beverages and goods purchased for sale is recognised upon passage of title to
customers, which coincides with their delivery.
Revenue from Bowling
Revenue from income from bowling is recognized as and when the games are played by patrons.
84
Notes to the Consolidated Accounts
iii. Short term compensated absences are provided for on based on estimates. Long term compensated balances
are provided for based on actuarial valuation. The actuarial valuation is done as per Projected Unit Credit
method. Leave encashment liability of an employee, who leaves the PVR Group before the close of the year
and which is remaining unpaid, is provided for on actual computation basis.
iv. Actuarial gains/losses are immediately taken to profit and loss account and are not deferred.
(n) Income Taxes
Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be
paid to the tax authorities in accordance with the Indian Income Tax Act. Deferred income taxes reflect the impact
of current year timing differences between taxable income and accounting income for the year and reversal of timing
differences of earlier years.
Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance
sheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the
taxes on income levied by same governing taxation laws. Deferred tax assets are recognised only to the extent that
there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax
assets can be realised. In case where the Concerned Company has unabsorbed depreciation or carry forward tax
losses, entire deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence
that they can be realised against future taxable profits. Unrecognised deferred tax assets of earlier years are re-
assessed and recognized to the extent that it has become reasonably certain or virtually certain, as the case may be
that sufficient future taxable income will be available against which such deferred tax assets can be realised. The
carrying amount of deferred tax assets are reviewed at each balance sheet date. The Company writes-down the
carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as
the case may be, that sufficient future taxable income will be available against which deferred tax asset can be
realised. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as
the case may be, that sufficient future taxable income will be available.
Minimum Alternative tax (MAT) credit is recognized as an asset only when and to the extent there is convincing
evidence that the company will pay normal income tax during the specified period. In the year in which the MAT
credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in guidance
Note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the
profit and loss account and shown as MAT Credit Entitlement. The Company reviews the same at each balance
sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer
convincing evidence to the effect that Company will pay normal Income Tax during the specified period.
(o) Segment Reporting Polices
Identification of segments
The PVR Group’s operating businesses are organized and managed separately according to the nature of products
and services provided, with each segment representing a strategic business unit that offers different products and
serves different markets. The analysis of geographical segments is based on the areas in which major operating
divisions of the PVR Group operate.
Inter segment Transfers
The PVR Group generally accounts for inter-segment sales and transfers as if the sales or transfers were to third
parties at current market prices.
The Unallocated items
The unallocated items include general corporate income and expense items which are not allocated to any business
segment.
(p) Provisions
A provision is recognised when the PVR Group has a present obligation as a result of past event and it is probable
that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be
made. Provisions are not discounted to their present value and are determined based on best management estimate
required to settle the obligation at each Balance Sheet date .These are reviewed at each Balance Sheet date and are
adjusted to reflect the current best management estimates.
(q) Earning Per Share
Basic Earnings Per Share is calculated by dividing the net profit or loss for the year attributable to equity shareholders
(after deducting dividend on preference shares and attributable taxes) by the weighted average number of equity
shares outstanding during the year.
86
Notes to the Consolidated Accounts
For the purpose of calculating Diluted Earnings Per Share, the net profit or loss for the year attributable to equity
shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of
all dilutive potential equity shares.
(r) Cash and Cash Equivalents
Cash and cash equivalents in the cash flow statement comprise cash at bank and in hand and short term investments
with an original maturity of three months or less.
(s) Employee Stock Compensation Cost
Measurement and disclosure of the employee share-based payment plans is done in accordance with SEBI (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guideline, 1999 and the Guidance Note on Accounting
for Employee Share-based Payments, issued by the Institute of Chartered Accountants of India.The Parent Company
measures compensation cost relating to employee stock options using the intrinsic value method. Compensation
expense, if any, is amortized over the vesting period of the option on a straight line basis.
(t) Miscellaneous Expenditure (to the extent not written off)
Costs incurred on incorporation of a subsidiary company are amortized over a period of five (5) years, from the
year of commencement of commercial operations.
(u) Government Grants and Subsidies
Grants and subsidies from the government are recognized when there is reasonable assurance that the grant/subsidy
will be received and all attaching conditions will be complied with.
When the grant or subsidy relates to an expense item, it is recognized as income over the periods necessary to match
them on a systematic basis to the costs, which it is intended to compensate. Where the grant or subsidy relates to an
asset, its value is deducted in arriving at the carrying amount of the related asset. Government grants of the nature of
promoters’ contribution are credited to capital reserve and treated as a part of shareholders’ funds.
5. Segment Information
Business Segments
The PVR Group has organized its operations into three primary segments, Exhibition of Films, Distribution of Films, Income
from Bowling alleys, these have been identified taking into account the nature of activities carried out. The PVR Group’s
operations predominantly relate to exhibition of films.
Costs directly attributable to either segment are accounted for in the respective segment.
The following table presents the revenue and profit information of the business segments for the year ended March 31, 2010
and March 31, 2009 and certain asset and liability information regarding business segments as at March 31, 2010 and March
31, 2009.
87
88
PVR Limited
Notes to the Consolidated Accounts
Revenue Rs.
Movie exhibition Movie Production & Bowling Alleys Elimination Total
Distribution
Business Segment Fo r t h e ye a r E n d e d For the year Ended Fo r t h e ye a r E n d e d For the year Ended Fo r t h e ye a r E n d e d For the year Ended Fo r t h e ye a r E n d e d For the year Ended Fo r t h e ye a r E n d e d For the year Ended
March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009
Income from Operations 2,994,481,814 2,902,700,222 251,488,631 721,155,813 137,302,644 5,914,451 (42,010,157) (108,673,299) 3,341,262,932 3,521,097,187
Other Income* 40,196,781 32,304,062 2,321,488 459,062 1,714,523 3,658 - - 44,232,792 32,766,782
Total Revenue 3,034,678,595 2,935,004,284 253,810,119 721,614,875 139,017,167 5,918,109 (42,010,157) (108,673,299) 3,385,495,724 3,553,863,969
Results
Segment Results 173,168,921 239,593,980 (90,389,366) (81,356,006) 29,290,027 (5,871,969) - - 112,069,582 152,366,005
Amortisation of Goodwill 647,460 647,460
Interest Expense 158,615,448 125,471,612
Dividend Income and Profit/
(Loss) on sale of current investments 39,053,041 73,689,449
Interest Income 14,501,072 9,589,604
Provision for Income Tax (including Wealth
Tax, Fringe Benefit Tax and Deferred Tax) 1,025,782 26,181,695
* Total Other Income as per Profit and Loss Account is Rs. 97,786,905 (Previous year Rs. 116,045,835) which includes Rs. 53,554,113 (Previous year Rs. 83,279,053) pertaining to Corporate Office.
Other Informatiion
Segment Assets 3,772,463,361 3,727,819,180 926,675,248 350,080,517 143,852,123 149,557,793 (8,115,892) (46,812,077) 4,834,874,840 4,180,645,414
Unallocated Assets 1,463,899,309 1,425,121,642
Total Assets 6,298,774,149 5,605,767,056
Segment Liabilities 506,415,533 590,102,714 57,176,250 41,898,318 14,729,858 46,910,046 (8,115,892) (46,812,077) 570,205,749 632,099,001
Unallocated Liabilities 2,035,803,029 1,678,963,459
Total Liabilities 2,606,008,779 2,311,062,460
Capital Expenditure 424,752,830 460,926,242 486,201,125 152,095,051 707,204 136,773,282 - - 911,661,159 749,794,575
Depreciation/Amortisation 242,309,691 209,430,013 18,322,628 142,596,310 13,165,279 718,780 - - 273,797,598 352,745,103
Goodwill Depreciation 647,460 647,460 - - - - - - 647,460 647,460
Total Depreciation 242,957,151 210,077,473 18,322,628 142,596,310 13,165,279 718,780 - - 274,445,058 353,392,563
Provision for Doubtful Debts and advances 11,216,613 1,145,146 3,714,749 2,158,390 - - - - 14,931,362 3,303,536
Note:
Secondary Segment- Geographical Segment. The PVR Group manily caters to the needs of the of the domestic mark et. There is no export turnover. Hence, there are no reportable geographical segment.
6. Related Party Disclosure Rs.
Enterprises having Significant Key Management Personnel Enterprises owned or Grand Total
influence over the Company significantly influenced by key
management personnel or
their relatives
Transactions during the year March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009
Remuneration paid
(excluding provident fund)
Ajay Bijli - - 19,968,000 18,339,097 - - 19,968,000 18,339,097
Sanjeev Kumar - - 9,984,000 9,185,548 - - 9,984,000 9,185,548
Rent Expense
Priya Exhibitors Private Limited 13,256,845 16,447,356 - - - - 13,256,845 16,447,356
Leisure World Private Limited - - - - 33,780,000 24,336,487 33,780,000 24,336,487
Fixed Assets purchased
Leisure World Private Limited - - - - 9,200,000 - 9,200,000 -
Dividend Paid for 2008-09
Bijli Investments Private Limited 5,058,615 4,975,597 - - - - 5,058,615 4,975,597
Priya Exhibitors Private Limited 4,330,000 4,330,000 - - - - 4,330,000 4,330,000
Ajay Bijli - - 102,922 18,172 - - 102,922 18,172
Dividend Paid on Preference Shares
Ajay Bijli - - - 4,595,900 - - - 4,595,900
Forefeiture of Advance Received against
Shares Warrants
Priya Exhibitors Private Limited - 25,820,400 - - - - - 25,820,400
Redemption of Preference Share Capital
Ajay Bijli - - - 53,210,000 - - - 53,210,000
Guarantees Taken (Personal Guarantees)
Ajay Bijli - - * * - - * *
Sanjeev Kumar - - * * - - * *
Balance outstanding at the end of the year
Trade Payable
Priya Exhibitors Private Limited 516,001 714,878 - - - - 516,001 714,878
Security Deposits
Priya Exhibitors Private Limited 2,500,000 2,500,000 - - - - 2,500,000 2,500,000
Leisure World Private Limited - - - - 2,400,000 2,400,000 2,400,000 2,400,000
Guarantees Taken (Personal Guarantees)
Ajay Bijli - - * * - - * *
Sanjeev Kumar - - * * - - * *
Assets Mortgaged
Ajay Bijli - - * * - - * *
Sanjeev Kumar - - * * - - * *
89
PVR Limited
Notes:
a) * The Company has availed loans from banks, a body corporate and Small Industries Development Bank of
India (SIDBI) aggregating to Rs. 757,105,528 (Previous year Rs. 706,746,872) which are further secured by
personal guarantee of two directors of the Company. Loan from SIDBI is 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.
7. Security Deposits (paid) include Rs. 2,832,089 (Previous year Rs. 15,812,089) recoverable from one party, with whom the
Parent Company had entered into Memorandum of Understanding for taking office space on rent. The Parent Company is
in discussions with the party for the recovery of the aforesaid amount and is hopeful of recovering the same. Hence, no
provision against the same has been considered necessary.
8. i) 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 01st June, 2007. The Parent
Company has challenged the impugned provisions of law by way of a writ petition filed with the Honorable High Court
of Delhi and a stay order is obtained. Also, based on the legal advice obtained by the Parent Company, 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. 88,830,999 (including Rs.
39,029,746 pertaining to earlier years) (net of service tax credit claimable) not paid to the landlords has not been
provided during the year by the Parent Company and one of the subsidiary company towards service tax liability.
ii) Also based on above, service tax on rental income amounting to Rs. 5,409,585 has not been charged from the lessees
by the Parent Company.
9. i) Pursuant to the clarification by Central Board of Excise and Customs (CBEC) vide Circular No. File No. 137/72/2008-
CX.4 dated November 21, 2008, that the accumulated CENVAT/Service Tax credit upto March 31, 2008 can be
utilized by the Company for payment of output service tax without any restriction of time limit. Accordingly, the
Parent Company has, during the year recognized CENVAT/Service tax credit amounting to Rs. 22,878,477 and Rs.
2,085,662 by crediting to the respective expense accounts and gross block of fixed assets in respect of earlier years
respectively.
ii) A sum of Rs. 58,181,721 (Previous year Rs. 44,204,329) is appearing as balance with excise authorities (shown in the
Schedule of Loans and Advances) at the year end in respect of the Parent Company, the accounts of which are subject
to reconciliation. Necessary adjustments, if any, which in the opinion of the management will not be material, will be
made as and when the accounts are finally reconciled. Also, the management has devised alternative mechanism for
utilization of the accumulated service tax credit as going concern over a reasonable period of time and hence this
does not call for any provision there against.
10. The subsidiary company, PVR Pictures Limited, is engaged in the production & distribution of movie. As on March 31, 2010,
the subsidiary company has incurred loss of Rs. 37,823,273 in view of downfall in distribution revenues and delays in
execution of in-house production of movies. Based on recent indicators of improvement in business sentiments and
overall industry outlook inform of an increase in value realization against existing Film rights (IPRs). The management
believes that losses incurred in past would be made good and the subsidiary company would start earning cash profit in
foreseeable future.The financial statements have been prepared on a going concern basis on the strength of management’s
plan which is based on projected revenues from production business and distribution business.
11. The subsidiary company, PVR Pictures Limited pursuant to an out of court arrangement with a Movie Production Company
to recover advance of Rs. 35,100,000, the subsidiary company settled the claim for Rs. 11,100,000. Rs. 24,000,000 has been
written off in books of account, Rs. 1,100,000 has been recovered during the year and balance of Rs. 10,000,000 would be
recovered in two equal installments on April 30, 2011 and October 30, 2012.
90
Notes to the Consolidated Accounts
12. (i) Pursuant to the scheme of Amalgamation of the subsidiary company, erstwhile 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 Hon’ble High Court of New Delhi vide its Order dated September 25, 2009, the assets and liabilities of the subsidiary
company, erstwhile Sunrise Infotainment Private Limited (a Company engaged in the business of film exhibition), were
transferred to and vested in the Parent Company with effect from April 1, 2008.
(ii) Pursuant to Scheme of Amalgamation approved by the Hon’ble High Court, the authorized share capital of the Parent
Company stands 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.
(iii) Pursuant to the Scheme of Amalgamation, the bank accounts and agreements in the name the subsidiary company,
erstwhile Sunrise Infotainment Private Limited, are in the process of being transferred in the name of the Parent
Company.
13. The Parent 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 Parent Company’s 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 Parent Company’s contention of Entertainment tax a capital receipt and the
Parent Company’s appeal for not setting off such capital receipt from the value of fixed assets has been rejected by
Commissioner of Income Tax (Appeals) during the year for the assessment year 2006-07. The Parent Company has filed an
appeal on April 28th, 2010 against the order of CIT (Appeals) before the Hon’ble Income Tax Appellate Tribunal, Delhi.
Provision for current income tax and deferred tax liabilities for the current year and earlier years has been made based on
the assessment order for the assessment years 2006-07 and 2007-08. Had the Parent Company made the income tax
provision based on the CIT (Appeals) order for the assessment year 2006-07, the advance payment of income tax and
deferred tax liability would have been lower by Rs. 123,504,839 each. The profit before tax of the Parent Company for the
year would have been lower by Rs. 2,857,459 on account of interest on income tax. The same has not been provided by the
Parent Company since the Parent Company is hopeful of getting the favorable order from Income Tax Appellate Tribunal/
Commissioner of Income Tax (Appeals).
14. The Board of Directors of the Parent Company and Leisure World Private Limited, a closely held company in their
respective meeting held on April 12, 2010 approved the amalgamation. Pursuant to this approval, the Parent Company has
on April 30, 2010, filed with Honorable High Court at New Delhi, a scheme of amalgamation entailing amalgamation of
Leisure World Private Limited with the Parent Company. As per the said scheme, with effect from the Appointed Date i.e.
April 01, 2010, the undertaking of the Leisure World Private Limited, pursuant to the provisions contained in Sections 391
to 394 and other applicable provisions of the Companies Act 1956, shall stand transferred to and vested in the Parent
Company on a going concern basis without any further act, deed or matter. However, the Amalgamation shall be effective
from the date of filing of the certified copy of the Order of the Honorable Delhi High Court with Registrar of Companies
NCT of Delhi & Haryana.
15. The asset of Rs. 22,899,890 (Previous year Rs. 9,300,000 ) recognised by the PVR Group 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 PVR Group to utilize MAT credit assets.
16. Derivative Instruments and Unhedged Foreign Currency Exposure:
Particulars of Unhedged Foreign Currency Exposure as at the Consolidated Balance Sheet date:
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PVR Limited
17. Details of dues to Micro, Small and Medium Enterprises as per MSMED Act, 2006
The principal amount and the interest due thereon remaining unpaid
to any supplier as at the end of each accounting year
- Principal amount - -
- Interest amount - -
The amount of interest paid by the buyer in terms of Section 16, of the
Micro Small and Medium Enterprise Development Act, 2006 along with the
amounts of the payment made to the supplier beyond the appointed day
during each accounting year - -
The amount of interest due and payable for the period of delay in making
payment (which have been paid but beyond the appointed day during the
year) but without adding the interest specified under Micro Small and
Medium Enterprise Development Act, 2006. - -
The amount of interest accrued and remaining unpaid at the end of each
accounting year; and - -
The amount of further interest remaining due and payable even in the
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as a
deductible expenditure under section 23 of the Micr o Small and Medium
Enterprise Development Act, 2006. - -
The following tables summarize the components of net benefit expense recognized in the profit and loss account and the
funded/unfunded status and amounts recognized in the balance sheet for the gratuity plan.
Net actuarial (gain)/loss recognised in the year (681,478) 1,359,901 (706,244) 434,719
92
Notes to the Consolidated Accounts
Balance sheet
Unfunded
Defined benefit obligation 704,966 2,029,839 954,301 -
Fair value of plan assets - - - -
Plan asset/(liability) (704,966) (2,029,839) (954,301) -
Experience adjustment on Plan liabilities
(loss)/gain 706,244 (373,042) - -
Changes in the present value of the defined benefit obligation are as follows:
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PVR Limited
The major categories of plan assets as a percentage of the fair value of total plan assets of the Parent Company are as follows:
2009-10 2008-09
% %
Investment with Insurer 98.14 97.14
Bank Balances with the Insurer 1.86 2.86
The overall expected Rate of Return on Asset is determined based on the market prices prevailing on that Date, applicable to
the period pver which the obligation is to be settled.
The principal assumptions used in determining gratuity obligation for the PVR Group’s plans are shown below:
Gratuity Gratuity
2009-10 2008-09
% %
Discount rate 7.25 7.75
Expected rate of return on plan assets 7.50 7.50
Increase in compensation cost 5.00 5.00
Employee turnover
upto 30 years 25 25
above 30 years but upto 44 years 15 15
above 44 years 10 10
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and
other relevant factors, such as supply and demand in the employment market.
The current year being only the fourth year of adoption of AS-15 (Revised) by the PVR Group, disclosure as required by Para
120(n) of Accounting Standard 15 (Revised) have been furnished since the year of its adoption.
94
Notes to the Consolidated Accounts
The details of activity under PVR ESOS 2008 have been summarized below:
2009-10 2008-09
Number of Weighted Number of Weighted
options Average options Average
Exercise Exercise
Price (Rs.) Price (Rs.)
The weighted average share price at the date of exercise for stock options was Rs. 172.41.
Stock Options granted:
The weighted average fair value of stock options granted during the year was Rs. Nil (Previous year Rs. 37.10). The Black
Scholes Method for valuation model had been used for computing the weighted average fair value considering the following
inputs:
2009-10 2008-09
Exercise Price - Rs. 88.00
Expected Volatility - 51.80%
Life of the options granted (Vesting and exercise
period) in years - 3.70
Expected dividends - 0.45%
Average risk-free interest rate - 5.01%
Expected dividend rate - 0.45%
The options have been 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 emplo yee stock compensation accounting
in the financial statements. Applying the fair value based method defined in said guidance note, the impact on the reported
net profit and earnings per share would be as follows:
Rs,
Particulars 2009-10 2008-09
Profit as reported 13,524,555 85,677,696
Add - Employee stock compensation under
Intrinsic Value method - -
Less - Employee stock compensation under
Fair Value 10,686,240 1,448,270
Proforma Profit /(Loss) 2,838,315 84,229,426
Basic
- As reported 0.57 3.72
- Proforma 0.12 3.66
Diluted
- As reported 0.57 3.72
- Proforma 0.12 3.66
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PVR Limited
Lease payments for the year recognized in Profit and Loss Account 515,940,966 438,132,433
Lease payments for the year recognized in Preoperative Expenditure 2,315,642 12,148,518
Minimum Lease Payments :
Not Later than one year 373,259,441 361,649,612
Later than one year but not later than five years 1170056,716 1,206,296,394
Later than five years 721,536,303 505,738,232
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)
(a) The PVR Group 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. There are no restrictions imposed by lease arrangements.
For the year ended For the year ended
March 31, 2010 March 31, 2009
(Rs.) (Rs.)
Lease rent receipts for the year recognized in
Profit and Loss Account 72,629,491 69,225,141
Lease rent receipts for the year recognized in
Preoperative Expenditure - 3,320,141
(b) The PVR Group has given spaces of cinemas/food courts under operating lease arrangements taken on lease
or being operated under revenue sharing arrangements.The PVR Group has common fixed assets for operating
multiplex/giving on rent. Hence separate figures for the fixed assets given on rent are not ascertainable.
21. The Parent Company has during the year issued commercial paper with face value of Rs. 200,000,000 (Previous year Rs.
Nil) (Maximum amount outstanding during the year Rs. 200,000,000, Previous year Rs. Nil) for short term working capital
requirements. The balance outstanding at the year end is Rs. Nil (Previous year Rs. Nil).
22. Other current assets include an amount of Rs. 1,247,175 which represents amount of entertainment tax recoverable from the
Government of Uttar Pradesh in respect of Parent Company’s multiplex at Allahabad, which commenced operations effective
96
Notes to the Consolidated Accounts
from 5th March, 2010. The Parent Company is hopeful of recovering the same in accordance with the Uttar Pradesh State
Government Order no. 2226/11 dated 12-11-2001.
March 31, 2010 March 31, 2009
(Rs.) (Rs.)
23. Capital Commitments
Estimated amount of contracts remaining to
be executed on capital account and not provided for (net of capital advances). 293,312,079 68,834,789
24. Contingent Liabilities (not provided for) in respect of:
a) Labour cases pending* Amount not Amount not
ascertainable ascertainable
b) Claims against the Parent Company not acknowledged as debts
(including Rs. 3,578,441 Previous year Rs. 3,596,441, paid under
protest which is appearing in the Schedule of Loans and Advances)** 4,206,073 3,596,441
c) 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 (Previous Year
Rs.1,393,537 prior to the issuance of show cause notice which is
appearing in the schedule of Loans and advances)** 18,432,861 20,252,588
d) Claims against the subsidiary company not acknowledged as debts.
This is settled during the current year. - 175,000,000
e) Appeals filed by the Parent Company with Commissioner of Income
Tax (Appeals) and Income Tax Appellate Tribunal against relief claimed
in appeal with regard to certain expenses disallowed by the assessing
officer in respect of financial year ended March 31, 2007 and March
31, 2006 respectively. (the Parent Company has paid an amount of
Rs. 4,386,834 and is appearing in the Schedule of Loans and Advances)** 5,502,471 -
f) Appeal filed by the Parent Company against the order of Municipal
Corporation of Greater Mumbai against the demand of property tax
for a multiplex at Mumbai. 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 PVR Group, the management
believes that the PVR Group has a strong chance of success in the cases and hence no provision there-against is
considered necessary.
97
PVR Limited
The Ministry of Corporate Affairs (MCA), Central Government vide letter dated April 5 th, 2010 has approved remuneration
of Rs. 14,500,000 to Mr. Ajay Bijli, Chairman cum Managing Director (CMD) of the Parent Company for the period
1.04.2008 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. 3,640,399 (as approved by the Remuneration Committee
and shareholders of the Parent Company).
The MCA, Central Government vide another letter dated April 5th, 2010, has approved annual remuneration to CMD for the
period 1.04.2009 to 31.03.2012 shall be as per last year’s remuneration i.e . Rs. 19,719,949 (including contribution to
provident fund). The Parent Company is in the process of filing an application with the Central Government for seeking
approval for waiver of excess amount of remuneration of Rs. 1,628,903 (excluding contribution to provident fund) paid to
CMD during the financial year 2009-10.
Remuneration of Rs. 9,984,000 (excluding contribution to provident fund) paid to the Joint Managing Director (JMD) of the
Parent Company during the financial year 2009-10 is in excess of limits prescribed under Schedule XIII to the Companies
Act, 1956 by Rs.7,584,000. Necessary application/representation has already been made to MCA, Central Government
vide letters dated October 12 th, 2009 followed by letter dated May 25th, 2010 to allow the Parent Company for payment of
minimum remuneration of Rs. 9,984,000 for the period from April 1st, 2009 to July 23rd, 2013 (as approved by the Remuneration
Committee and shareholders of the Parent Company).
26. a. The Parent Company has during the year started commercial operations at Raipur and Allahabad. Hence the current year’s
figures are not strictly comparable with those of previous year.
b. Previous years’ figures have been regrouped where necessary to conform to current year’s classification.
Signatures to Schedule 1 to 26
For S. R. Batliboi & Co. For and on behalf of the Board of Directors
Firm’s Registration No. : 301003E
Chartered Accountants
Ajay Bijli Sanjeev Kumar
per Anil Gupta (Chairman cum Managing Director) (Joint Managing Director)
Partner
Membership No. 87921
98
Summarised Financial
Statements of Subsidiaries
for the financial year ended 31.03.2010
Rs.
Names of the Subsidiaries
Sl. No. PVR Pictures Limited PVR bluO Entertainment Ltd. CR Retail Malls (India) Ltd
99
Attendance slip
PVR LIMITED
Registered Office: 61, Basant Lok,V asant Vihar, New Delhi - 110057
(To be handed over at the Attendance Counter)
I/We record my/our presence at the 15 th Annual General Meeting of the Compan y at The Claremont
Hotel & Convention Center, Aaya Nagar, Mehrauli Gurgaon Road, New Delhi – 110 030 on Monday, 27th day,
of September, 2010.
1. Name of the Member : 1. Mr./Mrs./Miss __________________________________________
And Joint Holder (s) 2. Mr./Mrs./Miss __________________________________________
(In block letters) 3. Mr./Mrs./Miss __________________________________________
2. Address : __________________________________________
__________________________________________
__________________________________________
3. Name of Proxy : Mr./Mrs./Miss __________________________________________
1.
2. Revenue
Stamp
Specimen signature of the Proxy (ies) Signature of member
Note: The proxy must be returned so as to reach the Registered Office of the Company not less than 48 hours (i.e. latest by 10.30 A.M.
on Saturday, 25th September, 2010) before the time fixed for holding the aforesaid meeting. The proxy need not be a member of the
Company.