picturehouse media ltd share price Directors report

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:

PARTICULARS	STANDALONE		CONSOLIDATED
Summary of Statement of Profit and Loss:	2022-23	2021-22	2022-23	2021-22
Total Income	1,379.09	815.16	1,579.09	1,615.16
Operational, Administration, and Other Expenses	1,912.54	377.77	2,552.79	1,261.90
Profit/(Loss) Before Depreciation Interest and Tax	(533.45)	437.39	(973.7)	353.26
Depreciation	26.64	29.39	27.21	29.97
Interest and Finance Charges	5.88	137.35	246.54	3,992.33
Profit / (Loss) Before Exceptional Items	(565.97)	270.65	1,247.45	(3,669.04)
Exceptional Items	1,425.63	3,420.08	2,1771.91	3,420.08
Profit / (Loss) Before Tax	(1,991.6)	(3,149.43)	20,554.47	(7,089.32)
Tax Expense	8.89	0.20	50.42	0.20
Other Comprehensive Income	(0.17)	7.89	(0.17)	7.86
Profit/ (Loss) after Tax	(2,000.66)	(3,141.77)	20,503.88	(7,081.46)
Basic and diluted	(3.83)	(6.03)	39.24	(13.57)

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 COMPANYS BUSINESS

During the financial year 2022-23, there was no change in the nature of the Companys 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 Companys 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 Auditors 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 Boards 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 Indias 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:

S.NO Name of the Director	Registration Number
1 Mr. Narayanaswamy Seshadri Kumar(Resigned w.e.f. 31 May 2023)	IDDB-DI-202002-015150
2 Mr. Sohrab Chinoy Kersasp	IDDB-DI-202002-001746
3 Mr. Nandakumar Subburaman	IDDB-DI-202005-012059
4 Mr. Subramaniam Parameswaran (appointed w.e.f 02 August 2023)	IDDB-DI-202307-050041

• 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.

Category	Name of the Director
Managing Director	Mr. Prasad V. Potluri
Independent Directors	Mr. Nandakumar Subburaman
	Mr. Sohrab Chinoy Kersasp
	Mr. Narayanaswamy Seshadri Kumar(resigned w.e.f 31st May, 2023)
	Mr. Subramanian Parameswaran (appointed w.e.f 02 August 2023)
Non Independent Director	Ms. Poonamallee Jayavelu Bhavani

• 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:

Date of meetings of the SNO Board	Quarter	No. of Directors on the date of meeting	Total No. of Directors attended
1 23 May, 2022	First	5	5
2 12 August 2022	Second	5	5
3 6 September 2022	Second	5	4
4 11 November 2022	Third	5	5
5 13 February 2023	Fourth	5	5

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

S.No Name of the Personnel	Designation	Appointment Date
1 Ms. Derrin Ann George	Company Secretary	11 April, 2022

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:

S.No Name of the Personnel	Designation	Reason for change
1 Mr. Narayanaswamy Seshadri Kumar	Independent Director	Resignation w.e.f 31st May, 2023
2 Mr. Subramanian Parameswaran	Independent Director	Appointment w.e.f 02nd August, 2023

• 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

S.NO QUALIFICATION	MANAGEMENT RESPONSE
1 Attention is invited to note no. 43 to the Statement, in relation to inventory i.e., films production expenses amounting to Rs. 2,949.92 Lakhs, consists of advances granted to artists and co-producers. As represented by the Management the film production is under progress with respect to production of 2 movies costing Rs 70.09 lakhs. In respect of the balance inventory of Rs 2,879.83 lakhs the Board is confident of recovering the amount from the production houses. In the absence of documentary evidence as well as the confirmation of balance from the parties relating to the status of the inventory amounting to Rs 2,879.83 lakhs, we are unable to agree with the views of the Board. We are of the opinion that realization of inventories is doubtful but we are also unable to decide the quantum of loss that may arise on account of write down of inventory.	The films under production expenses mainly comprising payments to artists and co-producers, the company is evaluating options for optimal utilization of these payments in production and release of films. The management does not foresee any erosion in carrying value.
2 Attention is invited to note no.44 to the Standalone Financial Statements, Investment in wholly owned	PVPCL has settled the Loan availed from Canara Bank. However, the Board of the
subsidiary viz. PVP Capital Limited, Chennai (PVPCL).The subsidiarys networth stands at Rs. 515.20 lakhs (negative) as at 31.03.2023. The possibility of liberal cash flow is dim. The company has also defaulted in statutory dues are not remitted into the Government. PVPCL has not maintained minimum net owned funds as per RBI Regulations. Under these circumstances, regulatory authorities may cancel its registration as non-banking finance company. However, the Board of the Picturehouse Media Limited considers there is no need to provide for impairment in investment made. We do not agree with that view. But it is difficult to assess correctly the extent of erosion and the loss arising therefrom.	Picturehouse Media Limited considers there is no need to provide for impairment in investment write down considering its future cash flows and possibility of recovering its dues from its lenders
3 Attention is invited to note nos. 45 to the Standalone Financial Statements, in relation to preparation of financial results on "Going Concern Basis" (Material Uncertainty Relating to Going Concern). Though the company is advancing for production of movies , it is still incurring losses from operations (negative networth Rs 4033.45). Adverse key financial ratios, non-payment of statutory dues, impact of our observations made in preceding paragraph, and other related factors indicate that there is an existence of material uncertainty that will cast significant doubt on the companys ability to continue as a going concern. Notwithstanding this, the financial results have been prepared as that of going concern and consequently the terminal values of various assets and liabilities have not been redetermined. We are, however, unable to express our view whether the preparation of financial results going concern basis is correct or not.	Eventhough, the company is incurring continuous losses, it has succeeded in generating revenue. This is entirely aligned with the Companys long range plan, which encompasses a continued development of the Companys revenue generating activities in order to absorb the losses carried forward and generate profit over a period of time. Further, the lenders have extended their confidence by advancing finance and extending the time period of repayment. There is no intention to liquidate and the Company has got future projects to keep improving. The Company has paid advance amounts to the artistes and technicians for the future movies productions which are shown under Inventory. The financial statements have been prepared on a going concern basis based on cumulative input of the available movie projects in pipe line and risk mitigating factors

Auditors Qualification on Consolidated Statement and the Management Responses

S.No QUALIFICATION	Management Response
1 Attention is invited to note no.46 to the Consolidated Financial Statements, films production expenses amounting to Rs. 2,949.92 Lakhs, consists of advances granted to artists and co-producers. As represented by the Management the film production is under progress with respect to production of 3 movies costing Rs. 7009 lakhs ln respect of the balance inventory of Rs 2879.83 lakhs the Board is confident of recovering the amount from the production houses. /n the absence of documentary evidence as well as the confirmation of balance from the parties relating to the status of the inventory amounting to Rs 2873.83 lakhs, we are unable to agree with the views of the Board . We are of the opinion that realization of inventories is doubtful but we are also unable to decide the quantum of loss that may arise on account of write down of inventory.	Realisability is significantly dependent on timely completion of production of films and the commercial viability of the films under production etc. Management is of the view that loans and advances can be realised at the time of release of the movies and accordingly, the company is confident of realizing the entire amount of loans with interest and does not foresee any erosion in carrying value. The management is confident of 2 realising the value at which they are carried notwithstanding the period outstanding.
2 The independent auditor of subsidiary company viz. PVP Capital Limited in their audito/s report on the financial statements for the year ended 31st March, 2023 have drawn qualified opinion 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 companys act 2013. Default of the mandatory requirement with result the penalties to the company and Directors. c) The Companys 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	PVPCL was unable to make the repayment of the loans taken from Canara Bank and PVP Ventures Limited being the principal guarantor had repaid the loans on behalf of PVPCL. Since, the payment was made by PVP Ventures Limited, the loans were written back and the same has been recorded appropriately in the books as a result the balances as on 31 March 2023 has been set right. The Company is looking for a right candidate for the CFO position.
3 Note No.4g in the financial statements which indicates that the Companies the net worth has completely eroded (negative net worth of Rs. 7,130.71 lakhs) and the Group incurring continuous losses from business operations, existence of adverse key financial ratios, non-payment of statutory dues and other related factors indicate that there exists material uncertainty that will cast significant doubt on the Groups ability to continue as a going concern. Our opinion is not modified in respect of this matter	Even though, the company is incurring continuous losses, it succeeded in generating revenue. This is entirely aligned with the Companys long range plan, which encompasses a continued development of the Companys revenue generating activities in order to absorb the losses carried forward and generate profit over a period of time. Further, the lenders have extended their confidence by advancing finance and extending the time period of repayment. There is no intention to liquidate and the Company has got future projects to keep improving. The Company has paid advance 3 amounts to the artistes and technicians for the future movies productions which are shown under Inventory. The financial statements have been prepared on a going concern basis based on cumulative input of the available movie projects in pipe line and risk mitigating factors.
4 The independent auditor of subsidiary company viz. PVP Capital Limited in their auditor,s report on the financial statements for the year ended 31st March, 2023 have drawn Material uncertainty relating to Going concern. which indicates as per Note 47 The company has not maintaining the minimum net owned fund of Rs. 2 crores as per registration and regulation policy of RBI which leads the non compliance and may cancel the registration as NBFC Along with other points discussed in basis for qualified opinion, indicates the existence of material uncertainty that may cast the significant doubt about the company"s ability to continue as going concern. However in view of the management revised plans and other factors described, the management is of the view that the going concern basis for accounting is appropriate.	PVPCL has applied for One Time Settlement (OTS) to the bank and the same was agreed by the bank vide letter dated March 15, 2022. The lender Bank has agreed for Rs.9500 lakhs as OTS. PVPCL has remitted Rs. 900 lakhs and the balance of Rs. 8600 lakhs would be remitted on September 14, 2022. Management has evaluating the action plans to realize the dues to the company and settlement the existing vendors, further company can carry the movie financing business after taking necessary approvals from the RBI. Hence management is of the view that the financial statements shall continue to be prepared on the assumption that the company is a going concern.

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 Boards Report.

Auditors Qualification

S.No QUALIFICATION	MANAGEMENT RESPONSE
1 The company did not intimate resignation of statutory auditors dated 10.08.2022 as per Regulation 30 read with Part A Clause 7A of Schedule- III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the stock exchange within 24 hours from the receipt of such information. However, the same was intimated on 12.08.2022.	The intimation was inadvertently missed
2 The requisite quorum for Audit Committee Meeting as per Regulation 18(2) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is minimum of two Independent directors. However for Audit Committee Meeting held on 06.09.2022 only one independent director had attended the meeting and requisite quorum was not present.	The Audit Committee of the Company has three members, comprising two independent directors and the Managing Director. Notice for the meeting on 06.09.2022 was duly given to all the committee members.
3 The company has made an interest free loan to one of its wholly owned subsidiary companies and hence not in compliance with the provisions of Section 186 of the Act	Due to unavoidable reasons, one of the independent directors could not attend the meeting. As two members were present; in terms of Section 174(2) of the Companies Act 2013, an independent director took the chair and conducted the proceedings. As the casual vacancy in the office of auditors under Section 139(8)(i) was to be taken up before the due date for the appointment, the said meeting could not be adjourned for want of quorum as per Reg 18(2)(b) of SEBI (lODR) Regulations.
	All the resolutions passed in the said meeting were duly confirmed in the subsequent meeting with the presence of quorum as required under the ibid SEBI Regulations..
	Due to severe cash crunch the company extended interest free loans to its wholly owned subsidiaries to meet its operational expenses.

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 companys 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 Boards 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 companys 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 Companys 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.

	For and on behalf of the Board of Directors
	Sd/-	Sd/-
Date: 02 August 2023	Prasad V. Potluri	Subramanian Parameswaran
Place: Chennai	Managing Director	Independent Directo