TO THE MEMBERS
We are pleased to present the report on the business and operations of your Company forthe year ended March 31 2016.
[Rupees In Lakh]
|Particulars || |
| ||2015-2016 ||2014-2015 ||2015-2016 ||2014-2015 |
|Total Income ||2752.40 ||5380.61 ||15714.67 ||6672.68 |
|Operational Administration And ||982.49 ||3312.02 ||11277.73 ||6456.94 |
|Other Expenses || || || || |
|Profit/(Loss) Before Depreciation ||1769.91 ||2068.59 ||4436.93 ||215.74 |
|Interest And Tax || || || || |
|Depreciation ||54.23 ||60.26 ||115.55 ||60.26 |
|Interest and Finance Charges ||1960.35 ||1964.55 ||5146.44 ||2181.86 |
|Profit / (Loss) Before ||(244.67) ||43.78 ||(825.05) ||(2026.38) |
|Exceptional Items || || || || |
|Exceptional Items ||(350.89) ||49.87 ||(13.43) ||1039.36 |
|Profit / (Loss) Before Tax ||106.22 ||(6.09) ||(811.63) ||(3065.74) |
|Tax Expense ||- ||(166.62) ||422.37 ||(263.32) |
|Profit/ (Loss) after Tax ||106.22 ||160.53 ||(1234.00) ||(3329.06) |
|Profit/ (Loss) after Transfer to ||- ||- ||(764.71) ||(2540.85) |
|Minority Interest || || || || |
Note: During the year Picturehouse Media Limited has become the subsidiary of theCompany and the same is part of the consolidated financials of the Company hence thefinancials for 15-16 & 14-15 are non-comparable.
STATE OF THE COMPANYS AFFAIRS
During the financial year under review the Company registered a total revenue of Rs.2752.40 lakhs on Standalone basis as compared to the previous years total revenue ofRs. 5380.61lakhs. Further total revenue on Consolidated basis is Rs. 15714.67 lakhs ascompared to the previous years total revenue of Rs 6672.68 lakhs.
The Standalone PAT (Profit after Tax) stood at Rs. 1.06 crores as against Rs. 1.60crores in 2015 and the Consolidated loss stood at Rs. (12.34) crore as against Rs. (33.29)crore in the previous year.
In view of the inadequacy of the profits and in order to conserve the resources of theCompany for future Business operations the Board of Directors did not recommend anydividend for the financial year ended March 31 2016.
TRANSFER TO RESERVES
In view of the aforesaid reason the Board of Directors did not propose to transfer anyamount to reserves for the period under review.
During the year there is no change in the capital structure of the Company.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
During the year the Company has not issued any Debentures and total debenturesoutstanding as on the date of report is 13289 14.5% Redeemable fully convertibleDebentures (FCDs) of Rs.100000 each.
The Company has not accepted/renewed any fixed deposits during the year under review.
All the properties of your Company have been adequately insured.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act 2013 and erstwhile ListingAgreement and the current Listing Agreement signed with the stock exchanges pursuant toSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 your companyhas formulated a Policy on Related Party Transactions which is also available on theCompanys website at http://www. pvpglobal.com/pdf/RPTPolicy-PVPL.pdf. The policyintends to ensure that proper reporting approval and disclosure processes are in placefor all transactions between the Company and the Related Parties.
During the year under review no Related Party Transactions or Material Related PartyTransaction i.e. transactions exceeding 10% of the annual consolidated turnover as perthe latest audited financial statements were noticed during the period under review.Accordingly the disclosure of Related Party transactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC 2 is not applicable for the year ended March31 2016.
During the year the Company had not entered into any contract / arrangement /transactions with Related Parties which could be considered as material in terms ofRegulation 23 of the SEBI (LODR) Regulations 2015. In accordance with Accounting Standard18 the Related Party Transactions are disclosed under Note No. 24.5 of the StandaloneFinancial Statements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFFINANCIAL YEAR AND DATE OF REPORT
The Joint Development Agreement (JDA) executed with North Town Estates Private Limited(formed by its consortium partners M/s. Arihant Foundations and Housing
Development Limited & M/s. Unitech Limited) i.e. the Developers of thePerambur land Chennai of the Company in the year 2008( last ammended in 2011) fordevelopment of residential township project on the 70 acres (approx.) land situated inperambur village Chennai was amended on 04.05.2016 whereby the Developer will release 20acres undeveloped land to the Company. By virtue of this understanding the company willhave at its disposal 20 acres of land parcel which can be used for development either onits own or in collaboration with third parties or in any other manner as it deems fit.
The Company along with its subsidiaries is operating in the verticals of UrbanInfrastructure Media and Entertainment and retailcustomerservices.Duringtheyearunderreview PVP Island Private Limited & Blasters Sports Ventures Private Limited ceased tobe the subsidiaries of PVP Ventures Ltd. As on March 31 2016 the Company has 4wholly-owned subsidiaries viz. PVP Corporate Parks Private Limited PVP Global VenturesPrivate Limited PVP Media Ventures Private Limited Safetrunk Services Private Limitedbesides 2 subsidiaries viz. New Cyberabad City Projects Private Limited PicturehouseMedia Limited and 4 stepdown subsidiaries viz. Adobe Realtors Private Limited which is awholly-owned subsidiary of PVP Global Ventures Private Limited and PVP Capital LimitedPVP Cinema Private Limited and Picturehouse Media Private Limited Singapore which arewholly-owned subsidiaries of Picturehouse Media Limited. Further as on March 31 2016the company has no Associate Companies.
The consolidated financial statements of the Company including its subsidiaries havebeen prepared in accordance with Section 129(3) of the Companies Act 2013. Further astatement containing salient features of the financial statements of the subsidiaries inthe prescribed format AOC-1 is appended as Annexure - 1 to the Boards Report.As required under Section 136 of the Companies Act 2013 the audited financial statementsincluding the consolidated financial statements and related information of the Company andaudited accounts of each of its subsidiaries are available on the websitewww.pvpglobal.com.
These documents will also be available for inspection during the business hours at theRegistered office of the Company and any member who wish to get copies of such financialstatements may write to the Company for such requirement.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review is presented in aseparate section forming part of the Annual Report.
The Company is committed to maintain the prescribed standards of Corporate Governance.The Directors adhere to the requirements set out by the Securities and Exchange Board ofIndias Corporate Governance practices and have implemented all the mandatorystipulations prescribed. The Report on Corporate Governance as stipulated under Regulation34 read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirement)Regulations 2015 forms part of the Annual Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. P. Sai Padma Director of the Company retires by rotation and being eligibleoffers herself for re-appointment.
The Board of Directors at their meeting held on November 30 2015 re-appointed Mr.Prasad V. Potluri as Chairman & Managing Director of the Company for a period of threeyears with effect from December 4 2015 to December 3 2018 subject to the approval ofshareholders of the Company.
Except Mr. Prasad V. Potluri Chairman & Managing Director there was no otherchange in the Composition of Board during the year.
The details of training and familiarization programs and Annual Board Evaluationprocess for directors have been provided in the Nomination Remuneration & PerformanceEvaluation Policy annexed with this report.
Every Independent Director at the first meeting of the Board in which he participatesas a Director and thereafter at the first meeting of the Board in every financial year orwhenever there is any change in the criteria which may affect his status as an independentDirector gives a declaration that he meets the criteria of independence as provided underSection 149(6) of the Companies Act 2013.
The policy on Directors appointment and remuneration including criteria fordetermining qualifications positive attributes independence of director and alsoremuneration for Key Managerial Personnel and other employees and Board evaluation processalso forms part of Annual Report at Annexure 2. The Managing Director doesntreceive any remuneration from any of the Subsidiaries of the Company.
During the year under review Mr. GSV Ranga resigned as the Company Secretary of theCompany w.e.f. March 31 2016 and subsequently the Board in its meeting held on May 232016 appointed Mr. V. Ravi Kumar Reddy as Company Secretary and Compliance officer of theCompany. There is no other change in the Key Managerial Personnel of the Company.
COMPOSITION OF BOARD COMMITTEES
|Audit Committee || |
|Mr. R. Nagarajan ||Chairman |
|Mr. N. S. Kumar ||Member |
|Mr. Prasad V. Potluri ||Member |
|Nomination and Remuneration Committee || |
|Mr. N. S. Kumar ||Chairman |
|Mr. R. Nagarajan ||Member |
|Mrs. P. Sai Padma ||Member |
|Stakeholders Relationship Committee || |
|Mr. R. Nagarajan ||Chairman |
|Mr. N. S Kumar ||Member |
|Mr. Prasad V. Potluri ||Member |
|Corporate Social Responsibility Committee || |
|Mr. R. Nagarajan ||Chairman |
|Mr. N. S. Kumar ||Member |
|Mr. Prasad V. Potluri ||Member |
|Executive Committee || |
|Mr. Prasad V. Potluri ||Chairman |
|Ms. P. Sai Padma ||Member |
Further details with respect to the aforesaid Committees are provided in the CorporateGovernance Report attached herewith.
NUMBER OF MEETINGS OF THE BOARD
The Board met 6 (Six) times during the financial year on May 29 2015 August 14 2015November 6 2015 November 30 2015 February 9 2016 and March 18 2016 further detailsof which are given in the Corporate Governance Report that forms part of this AnnualReport. The intervening gap between any two meetings was well within the period prescribedunder the provisions of the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT
The financial statements of the Company are prepared as per applicable AccountingStandards as prescribed under Section 133 read with Rule 7 of the Companies (Accounts)Rules 2014 of the Companies Act 2013 and other applicable provisions if any of the saidact. There are no material departures from prescribed accounting standards.
THE DIRECTORS CONFIRM THAT:
1. In preparation of the annual accounts for the financial year ended March 31 2016the applicable accounting standards have been followed;
2. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
3. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
4. The Directors have prepared the annual accounts on a going concern basis;
5. The Directors have laid down internal financial controls which are adequate and areoperating effectively; and
6. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate to operate the company effectively.
M/s. CNGSN & Associates LLP (FRN: 004915S) the statutory auditors have expressedtheir unwillingness to be reappointed as Auditors at the AGM as their term expires at theensuing AGM.
The Company had received a Special Notice from a member proposing the appointment ofM/s. Brahmayya & Co pursuant to which the Board in its meeting held on August 17 2016has appointed M/s. Brahmayya & Co. (FRN: 000511S) as the Statutory Auditors of theCompany subject to the approval of members for a period of five years from the conclusionof this AGM to the conclusion of 30th AGM.
The Company has received consent from M/s. Brahmayya & Co. Chartered Accountants(FRN: 000511S) to the effect that their appointment if made would be within theprescribed limits under Section 141(3)(g) of the Companies Act 2013 and stated that theyare not disqualified from being appointed as the Statutory Auditors of the Company.
The Board of Directors therefore recommends appointment of M/s. Brahmayya & Co. asthe Statutory Auditors of the Company. Necessary resolution for their appointment isincorporated in the Notice calling for the AGM.
AUDITORS REPORT & DIRECTORS COMMENTS ON THE QUALIFICATION MADE BYSTATUTORY AUDITORS:
The Auditors Report for the financial year 2015-16 is a "qualifiedreport for the standalone financial statements and "Un-qualifiedreport" for the Consolidated financial statements.
Attention is drawn to the (a) Note 12 in notes to the financial statements with regardto the investment in equity shares of subsidiary companies with provision made (b) Note13 loans and advances to subsidiary companies. Themanagementisoftheviewthatconsidering themarket value of the assets and expected cash flows from the business of these subsidiarycompanies the provision already made are adequate. However considering the networth of thesubsidiary companies is negative dependence on the parent to continue as a going concernabsence of cash flows delay in commencement of projects and other related factorsindicate that the existence of material uncertainty in carrying the value of investmentsand loans and advances at cost less provision already made. Hence we were unable todetermine whether any adjustments to these net carrying amounts are necessary andadditional provision for diminution if any to be made are not quantifiable.
DIRECTORS COMMENTS ON THE ABOVE QUALIFICATION:
The Board is of the view that considering the market value of the assets and expectedcash flows from the business of the subsidiary companies the provision already made areadequate.
M/s. D. Hanumanta Raju & Co. Company Secretaries were appointed to conduct theSecretarial Audit of the Company for the financial year 2015-16 as required under Section204 of the Companies Act 2013 and rules thereunder. The Secretarial Audit Report for thefinancial year 2015-16 forms part of the Annual Report as Annexure-3 of theBoards Report.
STOCK EXCHANGE LISTING
Presently the Equity Shares of the Company are listed on the BSE Limited (BSE) and theNational Stock Exchange of India Limited. The Company confirms that it has paid the AnnualListing Fees due to both the Stock Exchanges for the year 2015-16.
During the year the Company had delisted its GDRs from the London Stock Exchange sincethe GDRs were not being frequently traded.
CHAIRMAN AND MANAGING DIRECTOR CERTIFICATION
As required under the SEBI Guidelines the Chairman and Managing Director and the ChiefFinancial Officer Certification is attached to this Report.
SIGNIFICANT MATERIAL ORDERS
There were no significant Material Orders passed against the Company during the yearunder review.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134 (3)(a) of the Companies Act 2013 an extract of theAnnual Return in the prescribed format is appended as Annexure -4 of theBoards Report.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy framed to deal with instances of fraud andmismanagement if any. The details of the Policy are explained in the Corporate GovernanceReport and also posted on the website of the Company www.pvpglobal.com
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the provisions of the Companies Act 2013 (Act) the company shall spend 2% ofthe average net profits of the companys immediately preceding the three financialyears towards CSR Activities as enlisted in Schedule VII of the Act .
The Company shall have a CSR Committee for formulating and monitoring the CSR Policy ofthe Company of the Company. The Committee of the Company comprises of Mr. RNagarajan Mr. N S Kumar and Mr. Prasad V. Potluri . The CSR Policy of the Company asapproved by the Board of Directors of the Company is available on website of the companywww.pvpglobal.com. The Report on Corporate Social Responsibility as per Rule 8 ofCompanies (Corporate Social Responsibility Policy) Rules 2014 is enclosed as Annexure- 5 to this Report.
During the financial year ended March 31 2016 the Company was required to spend Rs.36.98 lacs towards CSR activities. However owing to financial constraints the Company wasunable to spend the amount for the financial year ended March 31 2016.
During the previous financial year ended March 31 2015 the Company was required tospend Rs.32.74 lacs i.e. being 2% of the average net profits of the companysimmediately preceding three financial years towards CSR activities. The Company has spentRs. 32.74 lacs towards CSR Activities in the Education sector i.e. in Siddhartha Academyof General and Technical Education (SAGTE) in May 2015.
PARTICULARS OF EMPLOYEES
The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure-6 to the Boards Report
A statement containing the names of top ten employees in terms of remuneration asrequired under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is also mentioned in Annexure-6.
Further there are no employees employed throughout the financial year and in receiptof remuneration of Rs. 102 lacs or more or employed for part of financial year and inreceipt of remuneration of Rs. 8.5 lacs or more per month.
RISK MANAGEMENT POLICY
The Company has risk management policy in place which mitigates the risk at appropriatesituations and there are no elements of risk which in the opinion of Board of Directorsmay jeopardize the existence of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring financial year ended March 31 2016:
No. of complaints received: Nil
No. of complaints disposed off: Nil
Particulars regarding technology absorption conservation of energy and foreignexchange earnings and outgo required under Section 134 (3)(m) of the Companies Act 2013read with Rule 8 of Companies (Accounts) Rules 2014 to the extent applicable are asunder:
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO
|A CONSERVATION OF ENGERGY |
|The operations of the Company involve low energy consumption. Adequate measures have however been taken to conserve energy. |
|B TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION |
|The Company continues to use the latest technologies for improving the quality of its operations. |
|C FOREIGN EXCHANGE EARNINGS AND OUTGO: |
| || ||[Rs. In Lakh] |
|Particulars ||Current Year ||Previous Year |
|1. Foreign Exchange Earnings ||Nil ||Nil |
|2. Foreign Exchange Outgo: || || |
|(i) Travel related Expenses ||- ||0.86 |
|(ii.) Professional Fees ||- ||1044.68 |
|(iii.) London Stock Exchange Fee ||- ||15.51 |
|(iv.) Interest ||- ||1926.91 |
|Total ||- ||2987.96 |
Your Directors wish to express their appreciation for the support and co-operationextended by the bankers financial institutions joint development partners shareholdersgovernment agencies and other business associates. Your Directors wish to place on recordtheir deep sense of appreciation for the committed services by the employees of theCompany.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
|Place: Chennai ||Prasad V. Potluri |
|Date: August 17 2016 ||Chairman and Managing Director |