July-2012 Picturehouse AR.P65
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Picturehouse Media Limited 13th Annual Report 2011-12 13th Annual Report 2011-2012 Picturehouse Media Limited 13th Annual Report 2011-12 CONTENTS Page No. Company Information see below Notice calling the AGM 1-5 Directors’ Report and Annexures 6-10 Corporate Governance Report 11-16 Management Discussion and Analysis 17-20 Standalone Financial Statements Auditors’ Report 23-25 Financial Statements 26-28 Notes forming part of the Standalone Financial Statements 29-40 Consolidated Financial Statements Auditors’ Report 43-43 Consolidated Financial Statements 44-46 Notes forming part of the Consolidated financial statements 47-57 PVP Cinema Private Limited Directors’ Report 61-61 Auditors’ Report 62-62 Financial Statements 63-65 Notes on accounts 66-71 Attendance Slip and Proxy Form 73 COMPANY INFORMATION Board of Directors Registered Office Mr. Prasad V. Potluri, Managing Director KRM Centre, 9th Floor, Door No. 2, Mr. R. Nagarajan Harrington Road, Chetpet, Chennai-600031 Mr. N. S. Kumar Telephone:+91-44-30285570 Fax: +91-44-30285571 Company Secretary & Compliance Officer Email: [email protected] Ms. Prerna Mundada Board Committees Corporate Office Audit Committee 4th Floor, Punnaiah Plaza, Plot No. 83&84, Mr. R. Nagarajan (Chairman) Road No. 2, Banjara Hills, Mr. N. S. Kumar Hyderabad, India Tel: +91-40-67309999 Shareholders’/Investors’ Fax: +91-40-67309988 Grievance Committee Email:[email protected] Mr. R. Nagarajan (Chairman) Mr. N. S. Kumar Registrars & Transfer Agents Auditors Cameo Corporate Services Limited M/s. CNGSN & Associates “Subramanyam Building” Chartered Accountants 1, Club House Road, Chennai-600 002 Chennai Phone: 91-44-28460390 Fax: 91-44-28460129 Bankers E-mail: [email protected] Kotak Mahindra Bank Limited HDFC Bank Limited Indian Overseas Bank Picturehouse Media Limited Notice NOTICE is hereby given that the 13th Annual Company (which term shall be deemed to include General Meeting of the members of Picturehouse the Remuneration Committee constituted by the Media Limited (formerly known as Telephoto Board), provided those are within the limits Entertainments Limited) will be held on September specified in Schedule XIII to the Companies Act, 26, 2012 at 11.30 A.M. or soon after conclusion 1956 or any statutory modification(s) or re- of the Annual General Meeting of PVP Ventures enactment thereof. Limited convened on the same day, whichever is RESOLVED FURTHER THAT the Board of Directors later, at “Kamaraj Arangam”, No. 492, (Old be and is hereby authorised to do all such acts, No.574-A), Anna Salai, Teynampet, Chennai– deeds, matters and things and take all such steps 600006, to transact the following Businesses: as may be necessary, proper or expedient to give Ordinary Business: effect to this resolution.” 1. To consider and adopt the audited Balance Sheet 5. Alteration of Capital Clause of the Company as at March 31, 2012, Profit & Loss Account for To consider and, if thought fit, to pass, with or the year ended on that date and the Reports of the without modification(s), the following resolution as Board of Directors and the Auditors thereon. an Ordinary Resolution: 2. To appoint a Director in place of Mr. R. Nagarajan, “RESOLVED THAT pursuant to the provisions of who retires by rotation and being eligible, offers Section 94 and all other applicable provisions, if himself for reappointment. any, of the Companies Act, 1956 (including any 3. To appoint M/s. CNGSN & Associates, Chartered amendments thereto or re-enactment thereof for Accountants, Chennai as the statutory auditors of time being in force), approval of the members is the Company to hold office from the conclusion of hereby accorded that 2,70,00,000 (Two Crore this Annual General Meeting until the conclusion Seventy Lac) Preference Shares of ` 10/- each of the next Annual General Meeting at a aggregating ` 27,00,00,000/- (Rupees Twenty remuneration to be decided by the Board of Seven Crores only) forming part of the Authorized Directors. Share Capital of the Company be and are hereby reclassified as 2,70,00,000 (Two Crore Seventy Special Business: Lac) of equity shares of ` 10/- each so that the 4. Appointment of Mr. Prasad V. Potluri as Authorised Share Capital of the Company shall be Managing Director ` 80,00,00,000/- (Eighty Crores only) divided into 8,00,00,000 ( Eight Crore Only) Equity Shares of To consider and, if thought fit, to pass with or without ` 10/- each (Rupees Ten Only) modification(s), the following resolution as an Ordinary Resolution: RESOLVED FURTHER THAT the existing Clause V “RESOLVED THAT pursuant to the provisions of of the Memorandum of Association of the section 198, 269, 309 and all other applicable Company be deleted and substituted by the provisions, if any, of the Companies Act, 1956 following: read with Schedule XIII of the said Act, Mr. Prasad V. The Authorised Share Capital of the Company V. Potluri, be and is hereby appointed as the is ` 80,00,00,000/- (Rupees Eighty Crores Managing Director of the Company for a period Only) divided into 8,00,00,000 (Eight Crore) of five years effective from June 01, 2012 to May Equity Shares of ` 10 each. The Company 30, 2017 at a salary of ` 1/- per annum and on shall have power to issue shares at par or at the terms and conditions including remuneration a premium or at a discount and shall also set out in the Agreement entered into between the have the power to increase or reduce its Company and Mr. Potluri, which is hereby capital and to divide the capital for the time specifically sanctioned. being into several classes and to attach such preferential, qualified, deferred, non-voting RESOLVED FURTHER THAT the terms and or special rights, privileges, conditions or conditions of his appointment including restrictions thereto as may be permissible by remuneration herein may be altered and varied law and as may be determined by or in from time to time by the Board of Directors of the 1 13th Annual Report 2011-2012 accordance with the Articles of Association NOTES: of the Company for the time being in force, 1. A member entitled to attend and vote at the and to vary, modify or abrogate such rights, Annual General Meeting (“the Meeting”) is privileges or conditions in such manner as entitled to appoint a proxy to attend and vote permitted by law and as provided by the on a poll instead of himself and the proxy Articles of Association of the Company, for need not be a member of the Company. The the time being in force.” instrument appointing the proxy should, RESOLVED FURTHER THAT the Board of Directors however, be deposited at the Registered Office be and is hereby authorised to do all such acts, of the Company not less than 48 hours before deeds, matters and things and take all such steps the commencement of the Meeting. as may be necessary, proper or expedient to give 2. Corporate members intending to send their effect to this resolution. authorised representatives to attend the Meeting are requested to send a certified copy of the Board 6. Alteration of Article 3 of the Articles of Resolution authorising their representative to attend Association and vote on their behalf at the Meeting. To consider and, if thought fit, to pass, with or 3. Members who hold shares in dematerialised form without modification(s), the following resolution as are requested to write their Client ID and DP ID a Special Resolution: and those who hold shares in physical form are “RESOLVED THAT pursuant to section 31 and other requested to write their Folio Number in the applicable provisions, if any, of the Companies act, attendance slip for attending the Meeting. Members 1956 the existing Article 3 of the Article of are requested to bring their attendance slips along association of the Company be deleted and with their copy of Annual Report to the Meeting. substituted by the following Article: 4. In case of joint holders attending the Meeting, only 3. The Authorised Share Capital of the Company such joint holder who is higher in the order of shall be as per the Clause V of the names will be entitled to vote. Memorandum of Association of the Company. 5. The Register of Members and Share Transfer Books of the Company shall remain closed from Monday, RESOLVED FURTHER THAT the Board of Directors September 17, 2012 to Wednesday, September be and is hereby authorised to do all such acts, 26, 2012 (both days inclusive). deeds, matters and things and take all such steps as may be necessary, proper or expedient to give 6. Members are requested to quote their Registered effect to this resolution. Folio Number/Client ID on all correspondence with the Company/RTA and notify the Company’s RTA, By order and on behalf of the Board or the Depository Participants, in case of shares in dematerialized form, immediately of change, if Prerna Mundada any, in their registered address. (Company Secretary) 7. Non-Resident Indian Members are requested to inform the Company’s RTA immediately of: August 10, 2012 (i) Change in their Residential status on return Chennai to India for permanent settlement. (ii) Particulars of their Bank Account maintained in India with complete name, branch, account type, account number and address of the Bank with Pin Code Number, if not furnished earlier. 8. The Company has designated an exclusive email ID viz. [email protected], which would enable the investors/shareholders to post their grievances and monitor its redressal. Any member having any grievances can post the same to this email ID for the quick redressal. 2 Picturehouse Media Limited 9. Details of Directors seeking appointment/re-appointment at the forthcoming AGM (pursuant to clause 49 of the Listing Agreement) At the ensuing AGM, Mr.