As on: Apr 30, 2024 12:00 AM
To the Members,
We are pleased to present the report on the business and operations of your Company for the year ended March 31, 2023
1. The summarized Financial Results are as under:
STANDALONE
CONSOLIDATED
2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY
During the financial year 2022-23, the turnover of the company has increased from Rs. 815.16 lakhs to Rs. 1379.09 lakhs due to release of Ori Devuda, a telugu language fantasy romantic comedy starring Mr. Vishwak Sen, Ms.Mithila Palkar, Ms. Asha Bhat, Mr.Venkatesh directed by Mr. Ashwath Marimuthu.
3. THE CHANGE IN NATURE OF THE COMPANY'S BUSINESS
During the financial year 2022-23, there was no change in the nature of the Company's business
4. TRANSFER TO RESERVES
In view of the losses incurred by the Company during the year, the Board of Directors did not propose to transfer any amount to reserves for the period under review.
5. DIVIDEND
In view of the losses incurred and in order to conserve the resources of the Company, for future Business operations, the Board of Directors did not recommend any dividend for the financial year ended March 31, 2023.
6. CAPITAL STRUCTURE
During the year, there was no change in the capital structure of the Company.
7. PUBLIC DEPOSITS
The Company did not accept any deposits from the public within the meaning of Chapter V of the Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2023.
8. INSURANCE
All the properties of the Company have been adequately insured.
9. PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS
Loans, guarantees, and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
10. RELATED PARTY TRANSACTIONS
No 'material' contracts, arrangements, or transactions existed, so disclosure in form AOC-2 is not required. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions that are foreseen and repetitive. For all the transactions entered pursuant to the omnibus approval so granted, a statement giving details of all such transactions is placed before the Audit Committee for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is posted on the Company's website www.pvpcinema.com in accordance with Accounting Standard 18, the Related Party Transactions are disclosed in the notes to accounts of the Standalone Financial Statements.
11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
The company had given a corporate guarantee to one of its wholly owned subsidiaries, PVP Capital Limited ("PCL"). PCL had entered into a one-time settlement with Canara Bank for a settlement amount of Rs. 95 Crores on March 15,
2022. PCL had to pay Rs. 9 crores upfront and a balance of Rs. 86 Crores by September 14, 2022. PCL had already remitted Rs. 9 crores on June 30, 2022, it had made the balance payment to Canara Bank. The corporate guarantee provided stands closed as of date.
The Company co-produced Ori Devuda a telugu adaptation of superhit Tamil Movie "Oh My Kadavule" The diwali release garnered decent to mixed reviews from critics and audiences as well. The movie release generated a revenue of Rs.1367.69 Lacs.
12. SUBSIDIARY COMPANIES
The Company and its subsidiaries operate in the verticals of Film Production and Film Financing. As on March 31,
2023, the Company has 2 (two) wholly-owned subsidiaries viz.,
1. PVP Capital Limited and
2. PVP Cinema Private Limited
The consolidated financial statements of the Company including its subsidiaries have been prepared in accordance with Section 129(3) and Section 133 of the Companies Act, 2013 read with the rules made thereunder and applicable Indian Accounting Standards (Ind AS) along with the Auditor's Report forms part of this Annual Report. Further, a statement containing salient features of the financial statements of the subsidiaries in the prescribed format AOC-1 is appended as Annexure - 1 to the Board's Report. Hence, a separate report on the performance and financial position of each of the subsidiaries and joint venture companies is not repeated here for the sake of brevity.
As required under Section 136 of the Companies Act, 2013 the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the website www.pvpcinema.com. These documents will also be available for inspection during business hours at the registered office of the Company and any member who wishes to get copies of such financial statements may write to the Company for such requirements.
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
14. CORPORATE GOVERNANCE
The Company is committed to maintaining the prescribed standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the mandatory stipulations prescribed. The Report on Corporate Governance as stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 forms part of the Annual Report.
15. BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company comprises of the Managing Director who is a promoter of the Company. Along with him on the Board are non-executive directors including three independent directors and one non-executive director. The Company has one woman non-independent director. The Composition of the Board of Directors is in compliance with regulation 17(1)(b) of SEBI (Listing and Other Disclosure Requirements) Regulations 2015 ('SEBI Regulations') and Section 149 of the Companies Act, 2013 ('The Act"). The Company has received necessary declarations from the Independent Directors under section 149(7) of the Act stating that they meet the criteria of independence as specified in Section 149(6) of the Act and as per the SEBI Regulations. All the three Independent Directors are registered with the data bank as per Rule 6 of Fifth Amendment to the Companies (Appointment and Qualification of Directors), 2019.
The Registration Details are as below:
Board Composition:
The board is well balanced with a composition of two non-independent directors (including one woman director) and three independent directors.
Thus, the composition of the board is in line with the terms of Section 149 of the Act and Regulation 17(1) (b) of the SEBI Regulations.
Meetings
The number of Board Meetings held during the year along with the dates of the meetings:
(Disclosure pursuant to 134 (3)(b) of the Act).
During the Financial Year 2022 - 2023, the Board of the company met 5 times as under:
The meetings of the Board were held periodically, with an interval of not more than one hundred and twenty days between two consecutive meetings, as prescribed under Section 173(1) of the Act.
Committees of the Board
The constitution and terms of reference of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Investment Committee are also aligned with the requirements of Regulations 18 to 22 of SEBI LODR Regulations and the relevant provision of the Act as may be applicable. There have been no instances where the Board did not accept the recommendations of its Committees including the Audit Committee.
A detailed note on the Committees is given in the Corporate Governance Report forming part of the Annual Report.
Changes in Directors and Key Managerial Personnel
During the year, the following appointments have taken place
Subsequent to the year end and before the date of the report, the following changes have occurred in the Composition of the Board of Directors of the Company:
Re - Appointment of Directors Retiring by Rotation
In terms of Section 152 of the Act, Ms. Poonamallee Jayavelu Bhavani(DIN-08294839) is liable to retire by rotation and being eligible, offers herself for re-appointment. The Board of Directors has recommended the re-appointment of Ms. Poonamallee Jayavelu Bhavani(DIN-08294839) retiring by rotation.
Training And Familiarization Programs and Annual Board Evaluation Process
The details of training and familiarization programs and the Annual Board Evaluation process for directors have been provided under the Corporate Governance Report.
The Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.
The policy on Directors' appointment and remuneration including criteria for determining qualifications positive attributes, independence of directors, and also remuneration for Key Managerial Personnel and other employees and the Board evaluation process also forms part of the Corporate Governance Report as per Section 178(3) of the Companies Act, 2013 is hosted on the Company^ website and the web link thereto is http://pvpcinema.com/docs/other statutory info/PML-N&RCommPolicy.pdf.
Directors' Responsibility Statement
The financial statements of the Company are prepared as per applicable Accounting Standards as prescribed under Section 133 read with Rule 7 of the Companies (Accounts) Rules, 2014 and other applicable provisions, if any. There are no material departures from prescribed accounting standards. The Directors confirm that:
(i) In preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) The directors have prepared the annual accounts on a going concern basis;
(v) The directors have laid down proper internal financial controls, which are adequate and are operating effectively; and
(vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate to operate the company effectively.
Statement On Declaration Given By Independent Directors Under Sub-Section (6) Of Sec.149 Of
The Companies Act, 2013
The independent directors have submitted the declaration of independence, as required pursuant to sub-section (6) of section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in subsection (6) of Section 149.
21. AUDIT RELATED MATTERS
Statutory Auditor
M/s. Sundaram & Srinivasan, Chartered Accountants, (FRN: 004207S), Statutory Auditors of your Company, resigned with effect from August 10, 2022.
M/s RPSV & Co, Chartered Accountants(FRN: 0013151S) were appointed as the Statutory Auditors of your Company on September 06,2022 and the appointment for the term of 5 years was confirmed by the members at the Annual General Meeting held on September 30,2022.
Qualification made by statutory auditors and corresponding management response:
The Auditors Report for the financial year 2022-23 is a qualified report for both standalone and consolidated financial statements.
Auditors' Qualification on Standalone Statement and the Management Responses
We are, however, unable to express our view whether the preparation of financial results going concern basis is correct or not.
Auditors' Qualification on Consolidated Statement and the Management Responses
a) The Company is pursuing the realization of dues to the Company and created provisions for unrealizable amounts. Apart from this the Company is not carrying any main business activity'
b) The Company has not filled the appointment of Chief Financial officer from resignation of previous Officer as per section 203 of the company's act 2013. Default of the mandatory requirement with result the penalties to the company and Directors.
c) The Company's inability to meets its financial requirements, non-payment of statutory dues, absence of visual cash flows, the pending legal outcomes and liquidity constraints which doubts the ability of the company
20.2 Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act and Rules and Regulation 24A of the Listing Regulations and other applicable provisions, framed thereunder, as amended, your Company has appointed M/s. D. Hanumata Raju and Co., Company Secretaries, to undertake the Secretarial Audit of Picturehouse Media Limited
The Secretarial Audit Report for financial year 2022-23 forms part of Annual Report as Annexure-2 of the Board's Report.
Auditors Qualification
22. COST RECORDS
Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not maintained.
23. REPORTING OF FRAUDS
There have been no instances of fraud reported by Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed there under either to the Company or to the Central Government.
24. STOCK EXCHANGE LISTING
Presently, the Equity Shares of the Company are listed on the BSE Limited (BSE).
25. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.
26. DETAILS OF THE DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there was no one-time settlement or any loans availed from banks or Public Financial Institutions.
27. MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION
As required under the listing regulations, the Managing Director and the Chief Financial Officer Certification are attached to this Report.
29. EXTRACT OF ANNUAL RETURN
In accordance with Section 134 (3)(a) of the Companies Act, 2013, the Annual Return in the prescribed format is available on the website of the Company http://pvpcinema.com/otherstatutory-information/.
30. INTERNAL FINANCIAL CONTROL
The Company has a well-placed, proper, and adequate Internal Financial Control (IFC) system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. This is commensurate with the nature of business and the size and complexity of the company's operations.
The company also has internal control through sufficient policies and procedures over the recoverability of advances made for film financing and provides reasonable assurance that such advances would not affect the company adversely.
31. VIGIL MECHANISM / WHISTLE-BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has a Whistle Blower Policy framed to deal with instances of fraud and mismanagement, if any genuine grievances to the appropriate authority.
The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company www.pvpcinema.com. During the year under review, the Company has not received any complaint(s) under the said policy.
32. CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) is an initiative brought in by the Ministry of Corporate Affairs whereby every company having net worth of Rs. 500 Crores or more, or turnover of Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during the immediately preceding financial year is mandated to serve the society by contributing at least 2% of the average net profits of the Company made during the three immediately preceding financial years in various CSR activities as defined in Schedule VII of the Companies Act, 2013.
The Company has duly constituted a Corporate Social Responsibility Committee as required under Section 135 (1) of the Companies Act, 2013 and the relevant rules made thereunder and the Board has approved a policy on Corporate Social Responsibility which is available in the website of the Company at http://www.pvpcinema.com/other-statutory- information.
However, since the Company has incurred losses during the previous year, the CSR spend under Section 135 of the Act is not applicable to the Company for the period under review. Your Company has in place a CSR Committee in accordance with Section 135 of the Act. Further, the CSR Policy as approved by the Board is also available on the website of the company.
33. PARTICULARS OF EMPLOYEES
The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure 3 to the Board's Report.
34. RISK MANAGEMENT POLICY
The Company has a risk management policy in place with an object to ensure that all the Current and Future Material Risks of the Company are identified, assessed/quantified, and effective steps are taken to mitigate/ reduce the effects of the risks to ensure proper growth of the business and there are no elements of risk, which in the opinion of Board of Directors may jeopardize the existence of the Company.
35. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.
36. SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURT
There were no significant or material orders relating to the company passed by any regulator/court during the reporting period impacting the going concern status and company's operations in future.
37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition, And Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the financial year ended 31st March 2023, the Company has not received any complaints pertaining to Sexual Harassment.
38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO
The information relating to the Conservation of Energy and Technology Absorption required under Rule 8(3)(A) and 8(3)(B) of Companies (Accounts) Rules, 2014 are not applicable to the Company due to the very nature of the industry in which it operates. However, we endeavour to support the environment by adopting environment friendly practices in our office premises. In view of the nature of activities which are being carried on by the Company, the information in connection with technology absorption is Nil.
The Foreign Exchange earnings and outgo during the year is Nil.
39. CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to Management Discussion and Analysis describing the Company's objectives, projections, estimates, and expectations may constitute 'forward-looking statements' within the meaning of applicable laws and regulations. Actual results may differ from those either expressed or implied in the statement depending on the circumstances.
40. ACKNOWLEDGEMENTS
The directors acknowledge with gratitude the cooperation and assistance received from the bankers, actors, technicians, directors, production houses, shareholders, government agencies, and other business associates. The Directors wish to place on record their deep sense of appreciation for the committed services by the employees of the Company.