Pyramid Saimira Theatre Ltd Merged Share Price Management Discussions
PYRAMID SAIMIRA THEATRE LIMITED
ANNUAL REPORT 2008-2009
MANAGEMENT DISCUSSION AND ANALYSIS
The management wishes to share with the members problems/concerns and plans
for the company with the members. Therefore this section consists of the
following:
A. The reproduction of additional disclosure the company made to exchanges
on 25.10.2009.
B. SEBI order on employee quota allotment.
C. Impact of income tax attachment to the business of the company
D. Growth/decline/business model and revival plan for the company
A) Additional Disclosure on accounts:
The company in its declaration on 5th quarter results along with annual
results made the following additional disclosures on 25.10.2009 which was
available in BSE/NSE website. The same is being reproduced here since it
summarizes the status of the group holistically:
Detailed Notes and Additional Disclosures pertaining to Annual Accounts:
This Additional Notes to Accounts is given as a matter of better Corporate
Governance practice This note covers Business Model, Subsidiaries and their
status and specific problems faced by the Group
1. The company suffered drastic reduction in its top line during the last
three quarters. The following table shows quarter-wise screens operated and
results.
(INR Million)
Quarters Screens Topline EBIDTA
1. 30.09.2007 487 1,465.10 226.40
2. 31.12.2007 655 2,329.48 371.00
3. 31.03.2008 765 2470.01 309.74
4. 30.06.2008 802 2502.78 134.97
5. 30.09.2008 745 2523.92 176.07
6. 31.12.2008 252 1379.68 92.07
7. 31.03.2009 248 807.01 75.78
8. 30.06.2009 190 573.28 96.67
2. The company commenced operations with merely four screens and grew to be
a giant in the above manner and later on downsized the number of screens
due to viability and management factors. The company also started expanding
its operations into Western and Northern India, Malaysia, Singapore, USA,
etc., Apart from that, the company also backwardly integrated into
Distribution, Production and laterally expanded into allied fields as well.
3. The attachment of all bank accounts and all theatre receivables of the
company by the Income Tax Department has resulted in stoppage of cash
receipts into the system from the exhibition centers for about 7 months in
the accounting period. All theatre collections have since been used for
content and theatre disbursements locally in order to keep the theatres
running. Also due to break down of systems and process machinery due to
lack of adequate staff, receipt of Daily Collection Reports (DCR) has
become irregular and such DCRs are required to be collected from over 350
theatres. Hence, based on memorandum reports from theatres, such income and
expenditure from theatres has been accounted. The company is in the process
of collecting DCRs from all regions. The process is expected to be
completed within 3 months.
4. The company, based on the experience of growth and subsequent problems,
has now started implementing a wholesome change of the business model and
restructuring of business operations. Broadly:
* The company was originally operating on a fixed rental model. The company
is moving from this to Revenue Share and profit share model whereby the
Fixed Cost component in terms of rent will come down and part of the risk
will also be borne by the theatre owners.
* The company is also moving away from purchasing the entire rights of the
film into selective rights and also some of the films on revenue share
basis, which are expected to reduce the risk elements of film failures,
though the margin of profit might also reduce.
* Previously the groups business of combined Distribution and Exhibition
meant that there is no risk mitigation at all. Now the company is moving
away from full exhibition of our films by inducting Distribution partners
for the respective territory and also by inducting Third Party Exhibitors
as well. This will expand the base of the company and reduce the overall
risk of film failures.
* The company previously operated all canteens on its own and the company
could not achieve system efficiency and there were leakages in the F&B
Division of the company. The company is now moving towards outsourced
canteen services where the company will get a Fixed Rate per ticket sold,
which is much easier to monitor, control and will be more profitable.
* The company so far has not integrated its cinema marketing with
exhibition though the company has a Cine Marketing Company called Dimples
Cine Advertising Company Pvt. Ltd., which had 15yrs of track record. The
company is now integrating the operations to bring more revenues.
* The company previously had more than one screen in the same locality
which had resulted in over capacity. The company is evaluating the theatre
density and reducing the capacity appropriately.
5. All these measures will reduce the Fixed Cost exposure; create risk
mitigation at each level and over all improvement of efficiency cycle and
operating cycle which will translate into tight Working Capital deployment.
6. Based on the above the company transferred 299 numbers of theatres along
with Rs.93.78 Crores of Deposits and Rs.80.73 Crores of margins yet to be
received from the theatres to its wholly owned subsidiary, PSCDPL. The said
wholly owned subsidiary is tasked with content distribution to theatres not
fully controlled by PSTL and not fully managed by PSTL.
7. The management expects to collect in due course of time all the above
amounts except a few and therefore the management is of the considered
opinion that no write off is necessary either in PSTL Books or in PSCDPL
Books though the collection may get delayed.
8. As part of restructuring mechanism the company is doing the following:
* The company is de-merging each core business separately viz., Production,
Exhibition and Distribution. It may be noted PSTL previously had only
Exhibition and under it, Production and Distribution were subsidiaries.
These are now being de-merged.
* Each of these three divisions will now have independent focus and will
also induct strategic partners restricted to that line of business. Each of
this business will also focus upon de-risking not only through the group
companies but also through Third Parties.
* Due to the effect of de-merger, Production and Distribution Companies are
proposed to be listed in NSE & BSE.
* The shareholders, bankers and secured creditors will receive these
companies shares, free of cost,
9. All these structural measures will improve management bandwidth, infuse
fresh blood into the system and bring greater focus on risk mitigation and
thereby improve overall profitability of the group.
10. Based on the above restructuring exercise, the company has inducted
M/s. RDB Group, Kolkatta as Co-Promoters in Production Company PSPIL. RDB
group is a major infrastructure player in Eastern and Western India. At
present the group is having a Turnover of Rs.5000 millions. RDB Group was
founded by Shri. S.L. Dugar and having activities in Real Estate
Development, Manufacturer of Cigarettes, Containers & Bags; Dealership of
TATA Motors; Retail Outlets; Financial Services; Logistic Hub; Power
Transmission Equipments; Educational Institutions on its own and the
following through Joint Ventures like Infravision - a JV with Tantia Group
for infrastructure and project development at Haldia and Siddha PSIDL - a
JV with Siddha Group for development of plots at 300 acres of land at
Jaipur.
11. In lieu of the above transaction, PSPIL ceases to be a subsidiary of
the parent company and currently PSTL holds only 39.86% in the Production
Company. It may also be noted that this also will be distributed to the
shareholders/other stakeholders after the process of de-merger, free of
cost.
12. Our DTH business which operated in Europe could not sustain its
business operations due to worsening of Europe consumer spending power and
has sustained serious losses. We are a JV partner in the company and
conservatively we have decided to write off its investments from our books.
(This investment was held through our wholly owned subsidiary PSEA, USA)
13. Our gaming subsidiary Aurona Technologies also underwent serious
liquidity crisis and loss partially due to depreciation of pounds as
compared to other currency, making operating losses in its back office
including wiping out of its accumulated margins. Aurona is a gaming company
involved in outsourced production of gaming software and therefore in our
view could not sustain operations due to the same. The Board has also
decided to write off the investment in Aurona.
14. Our Malaysian subsidiary, Pyramid Saimira Theatre Chain (Malaysia) Sdn
Bhd is making cash profits. Our US subsidiary Pyramid Saimira Entertainment
America is making marginal losses.
15. The Companys distribution subsidiary PSCDPL has not distributed any
films during the last two quarters and will revive its activities shortly.
16. Our marketing subsidiary is marginally profitable given the tight
advertisement and marketing spend in India and inordinate delay in
collection due to bad credit environment.
17. PSEA, USA had acquired a company called Fun Asia during the Financial
Year 2007-2008. Further, after acquisition of Fun Asia, it expanded in more
locations and added distribution business to the segment. There has been a
dispute in the said business acquisition and consequently on 01 st July 09,
the company lost constructive control of Fun Asia. As of 30.06.09, our
Company has not incurred any loss and hence no write off has been made. The
company has been pursuing legal recourse and based on the report, the
company may go in for a write off, should there be any need.
18. During the year under review, the company entered into a Joint Venture
with Ministry of Culture of China which led to the formation of Pyramid
Longzhe Culture & Theatre Company Ltd. The company is doing exhibition
business and earning profits.
19. The company had dispute with the Income Tax department and the
following is detailed chronologically:
* Pyramid Saimira Theatre Ltd, Chennai (PSTL) filed a return of income
under Section 139(1) admitting a tax liability of Rs.29,54,97,940 on 30th
September 2008.
* Total tax already paid is Rs.4,11,76,102.
* Consequent upon non-payment of Tax, the Income Tax Department issued
garnishee on receivables, investments, bank accounts of the company, etc.,
from 04th December 2008.
* The company filed a writ and obtained a Writ of Mandamus for
disproportionate attachment from the Honble High Court of Judicature at
Madras on 23rd March 2009.
* On 06th March 2009, the company filed a Revised Return under Section
139(5) admitting /claiming a refund of Rs.216,26,310.
* The company also obtained Injunctory Relief from the Honble High Court
of Judicature at Madras on 30th April 2009.
* Consequent to the above and on our request, the Department withdrew the
attachments on Bank Accounts on 05th June and 03rd August 2009.
* The Department made a 143(1) assessment solely on the basis of original
return and categorized the company as defaulter under Section 140(a) and
attached remaining assets as well (but excluding OD Accounts).
* The Company filed an Appeal with Commissioner (Appeals) against 143(1)
assessment on 01st June 2009.
* The Honble Commissioner (Appeals) ruled that only the revised return
should be considered and assessment made appropriately.
* Consequent to our request and the admission of an Appeal, the Assessment
Officer and TRO removed the attachment done so far under Section 226(3) on
03rd August 2009.
* Immediately after lifting of the aforesaid attachment, the Department
attached some debtors, receivables, investments and Bank Accounts of the
Company under Section 281 (b) as a presumptive attachment. It may be noted
that this creates only a charge and not a recovery since as of now the
company has no tax dues and assessment is pending.
20. The company has already provided the said amount as demanded by the
Income-tax Department in the accounts and therefore no further provisioning
is needed.
21. During December 2008 the company was targeted with a peculiar event,
the sequence is as follows:
* On 21st December 2008 several media reported that SEBI has ordered one of
the Promoters (P.S. Saminathan, Managing Director, PSTL) to give an open
offer for Rs.250/- since he had violated the take over code.
* After the company announced the forgery in a press conference, on 23rd
December 2008 SEBI admitted that the said letter was in fact FORGED.
* SEBI ordered an investigation and came out with an Interim Report on 23rd
April 2009. Strangely, in that said report SEBI also barred Mr. P S
Saininathan personally from accessing the securities markets directly or
indirectly, without any reason. There is neither specific nor substantiated
allegation by SEBI of any pecuniary benefit accrued to Mr. P S Saminathan
on account of dealing in PSTL Shares.
* After Several reminders SEBI gave Mr. P S Saminathan a post decisional
Personal Hearing on 11th August 2009, i.e. nearly after 4 months of passing
the Interim Order. Till date SEBI is yet to come out with its final
findings despite merits being in Mr. P S Saminathans favour. In fact SEBI
has admitted in its subsequent orders passed against others, that Mr. P S
Saminathan and the company have been the victims of the forged letter.
B. SEBI Order on employee quota allotment case-(Pending in SAT, Mumbai):
Brief facts of the case:
The Company allotted shares reserved for its employees to seven employees
during the course of its pubic issue. According to SEBI the evidentiary
standards of employment for these employees were not met to its
satisfaction. Consequently, SEBI has alleged that these seven persons have
donned the cloak of employee to garner shares reserved for employees under
the employee quota. This in turn according to SEBI has deprived the
ordinary - retail share holders of a larger pool of shares for their
allotment.
Order of SEBI:
In view of the above SEBI has held the company guilty of violating PFUTP
guidelines and consequently banned the company from entering the capital
markets for the next seven years on 10th Nov 2009.
SEBI has not alleged that either the company or its directors have in fact
profited from these transactions. [Para 10 of the order]. Similarly, SEBI
has also not alleged any linkages between the company as well as its
promoters and these seven employees, either in funding their purchases of
shares or get back the shares from these employees. It may also be noted
that share prices went up after the sale of these shares by these seven
employees in the markets.
Consequences of the Order of SEBI:
1. Investment of innocent shareholders, mostly retail and small
shareholders are in jeopardy
2. Lending, by Public Sector Banks and international financial institutions
aggregating to Rs 600 crores could turn bad
3. Company, its directors and shareholders convicted of a crime without any
benefit accruing to it or its directors or to its shareholders - in effect
no mens reaproved against any one at the company level. Incidentally, there
are several persons who have purchased the shares from the secondary market
after the alleged fraud was committed and have to now face the
consequences.
Important Issues leading to SEBIs order:
The SCN issued by SEBI alleged sufficient links between Shri Nirmal Kotecha
and these seven employees. It is for these reasons SEBI earlier proposed
consent terms under which the company was to pay a sum of Rs 115 Lacs to
SEBI and simultaneously extract an undertaking from Shri Nirmal Kotecha
that he would not access the capital markets for a period of five years.
While the company accepted the first condition, it could not for obvious
reasons extract the said undertaking from Shri Nirmal Kotecha, since by
then he was not in the Board. Instead, the company suggested that SEBI
being the market regulator was better placed to extract the said
undertaking from Shri Nirmal Kotecha. It is for these reasons that the
earlier proposed consent terms failed.
Why a new consent now? The company has filed consent with SEBI on 11.2.2010
1. SEBI is mandated to protect the interest of the investors-it cannot
penalise the very investors it is bound to protect.
2. The SEBI order has the calculated effect of penalising the share holders
(approximately 40,000 mostly small and retail) while allowing the
perpetrators of the alleged fraud to go free. It is in the overall interest
of all stakeholders the company is coming forward seeks to settle the issue
through mutual consent.
3. Since Shri Nirmal Kotecha is not on the Board of the company now and
that he has been banned by SEBI by its order dated 23rd April 2009, the
earlier consent could be re-looked by SEBI.
4. While the SCN holds Mr Kotecha as the villain of the piece, the final
order is silent on him. This is a legal anomaly. Similarly the company is
legally advised that there are several legal issues in the said order of
SEBI which have far reaching consequence not only for the company but also
for healthy and robust working of the capital markets.
5. Two of the seven employees were allowed consent terms by SEBI and for
the rest penalty also was levied.
6. Even in the Satyam case, the stated position of the Government of India
has been to insulate the shareholders, company and other stakeholders from
the perpetrators of fraud and allow business to be carried on unhindered. A
similar approach is called for here, especially since the alleged
perpetrators of fraud are no longer with the company.
C) Income tax:
The company suffered attachments of its receivables and bank accounts from
4/12/2008 and the same has resulted in a huge loss to the company. The
following letter the company sent to the additional commissioner, Income
Tax describes the full impact and the same has been reproduced here:
February 05, 2010
The Additional Commissioner of Income Tax
Ayakar Bhavan Uthamar Gandhi Salai
Chennai 600034
Respected Sir/Madam,
Sub: Pyramid Saimira Theatre Limited-Income Tax Issue-request for stay of
recovery pending appeal
Ref:
1. Our meeting held on 22.1.2010
2. Your proceeding No. Addl. CIT, MEDIA RANGE/2009-10 Dt. 27.01.2010
Kindly allow me to present the facts of the case in a summarized form:
A. FACTS OF THE CASE:
1. Pyramid Saimira Theatre Ltd, Chennai (PSTL) filed a return of income
under Section 139(1) admitting a tax liability of Rs.29, 54, 97,940 on 30th
September 2008.
2. Total tax already paid is Rs.4,11,76,102
3. Consequent upon non-payment of Tax, the Income Tax Department issued
garnishee on receivables, investments, bank accounts of the company, etc.,
from 04th December 2008.
4. On 06th March 2009, the company filed a Revised Return under Section
139(5) admitting/claiming a refund of Rs.216,26,310.
5. The company filed a writ and obtained a Writ of Mandamus for
disproportionate attachment from the Honble High Court of Chennai on 23rd
March 2009.
6. The company also obtained Injunctory Relief from the Honble High Court
of Chennai on 30th April 2009.
7. The Company filed an Appeal with Commissioner (Appeals) against 143(1)
assessment on 01st June 2009.
8. The Department made a 143( 1) assessment solely on the basis of original
return and categorized the company as defaulter under Section 140(a) and
attached remaining assets as well (but excluding OD Accounts).s
9. The Honble Commissioner (Appeals) ruled that only the revised return
should be considered and assessment made appropriately.
10. Consequent to our request and the admission of an Appeal, the
Assessment Officer and TRO removed the attachment done so far under Section
226(3) on 03rd August 2009.
11. Immediately after lifting of the aforesaid attachment, the Department
without a Speaking Order on the same date again attached all debtors,
receivables, investments and Bank Accounts of the Company under Section
281(b).
12. The Assessment Officer has passed an assessment for the year 08-09 on
30.10.2009 raising the total demand of Rs. 28,30,96,996/-
13. The company files a stay for recovery with the Assessment Officer on
26.11.2009
14. The company also files an appeal against the assessment with the
Commissioner of Appeals on 26.11.2009
15. The Assessment Officer has passed an Order demanding 50% payment on
11.1.2010
It may kindly be noted that one way or other, the companys assets,
theatres, receivables and bank accounts were under attachments right from
041 December 2008 and continuing till now. Kindly allow me to present the
effects and damage caused due to the continued attachments for more than a
year.
BANKS:
* The company had around Rs. 130 Crores of banking limits and was about to
receive additional 50 Crores of bank limits in the month of December 2008.
In fact the undersigned promised to pay certain installments to the IT
Department once our working capital cycle become normal due to the infusion
of the additional limits. Unfortunately, the department had also attached
the OD Accounts which in any case will not have credit balance, (OD
accounts by nature will always have debit or nil balance) and due to the
attachments, the additional limits got cancelled by the banks.
* After multiple pleadings with the IT department and taking a judicial
route, the company received a relief that Bank Account should not be
attached. But unfortunately, the department sent a letter to the Banks,
removing the attachments, allowing the banks to give a loan, but mentioned,
that any credit comes to the account is subject to attachment by the
department.
* It is humbly pointed out that banks fund current assets and when the
current assets cycle is complete; the old funding is adjusted and again re-
funded subject to availability of fresh current asset creation. Therefore,
if the total receipts are attached, working capital cannot operate through
banks and therefore banks could not and did not extend any cooperation.
* On the other hand, due to the continued attachments, our working capital
cycle stopped which made our account technically as a clean OD and
constrained the banks to withdraw and recalled the already availed limits
also. The banks are now taking legal recourse to recover the old amounts.
The company pleaded with the respective officers, that the company is
willing to pay the tax in installments, subject to non-attachment of bank
accounts, as this would have revived the working capital cycle. In fact we
have informed the Department about the specific sanctions received from the
following banks.
Bank Name Sanction Letter Dated Amount Sanctioned (Rs.)
Jammu & Kashmir Bank 05.12.2008 Rs. 0 Crores
Axis Bank 04.11.2008 Rs. 25 Crores
Barclays Bank 14.08.2008 Rs. 6 Crores
It is submitted that only because of the attachment of the bank accounts by
the IT Department, we could not avail these limits and these sanction
letters have also been given to the Income-Tax Department when we pleaded
our case. Any how we are attaching herewith the respective sanction orders
for your reference. It is submitted that only because of continued
attachments of our bank accounts, despite of our repeated requests; our
company had to suffer rigorous working capital loss, resulting in losses
amounting to multiples of crores of rupees. This has neither served the
company nor served the purpose of revenue to the IT Department.
THEATRES:
* The companys main business is to take theatres on revenue shares / lease
on long term basis. The revenue source on theatres is ticket sales and food
& beverages sale. Out of the box office (ticket sales), the distributors
i.e. content providers, will be paid as per the terms which is
approximately equal to 50 to 60% of the collection.
* Generally, theatre owners are paid rent / revenue share which are
approximately equal to 25% of the collection. Out of the balance, there
will be expenses to be met and the margins of the company generally will be
to the tune of 8 to 12% on good times.
* Further, the company has got certain security deposits with theatre.
* The department sent attachments of gross box office collection to the
theatres. It may kindly be noted that gross box office collection does not
belong to the company and only net margins belong to the company. But due
to the receipt of this attachment, distributors immediately stopped giving
contents to our company and we had to take huge amount of fixed cost loss.
Further, unfortunately there has been a miscommunication and rumor which
got spread with the theatre owners, that theatres may get attached by the
Income Tax Department. The property owners, i.e. the theatre owners got
highly unsecured and demanded withdrawal from our company.
* Further, when the theatre owners gives a theatre to us, he receives the
advance and would have probably reinvested elsewhere and also not prepared
to manage their theatres on their own. These attachment orders against
theatres have constrained them to hasty, take back the management, with the
result, theatres had to be run in a grossly inefficient manner. The theatre
owners kept on debiting our accounts for the loss, which in effect has
eroded almost all our deposit paid to the theatre owners and might be to
the extent of Rs.200 Crores. Though IT Department may not have done this
deliberately, this loss of asset to the tune of around Rs.200 crores is
solely attributable to the IT Department misconceived attachment. Had the
department attached only the margins and not the gross amount, probably the
department would have collected its tax and we also would not have lost
this huge amount of money.
DEPOSIT WITH DISTRIBUTORS/PRODUCERS/ACTORS:
* The company in its normal course of business pays advances to the
artistic for artistic services, producers and distributors for supplying
films. The company pays in stages. Unfortunately the department attached
all the above said advances and demanded refund from the concerned parties.
* It may kindly be noted that though these are advances and not in the
nature of a finance receivables, they are actually in the nature of work in
progress, wherein the company has to pay the balance, get a product,
exploit the same and enjoy the profit or suffer the losses. If a balance
has not been paid, rightfully, the other party will claim non performance
by the company and will not refund the same. Trade practice and convention
also support this view. We repeatedly explain this to the IT Department,
but unfortunately it had stuck to its-views and therefore we would have
lost more than Rs.100 crores on this count. We have submitted that the
company gave the list of amounts advanced to various distributors,
producers and actors and we have substantial proof for the same.
Unfortunately no measures have been taken to properly securitize these and
the debtors have been allowed by the Department to deny the amounts and due
to this, they have neither paid the Department nor paid us. This resulted
in huge loss to the company and on the contrary also not benefited the
Department. In this I draw your specific attention to our letter
dated 16.02.2009.
Mindful of all this, the company offered various installment schemes, and
in fact offered to convert the same through a court affidavit and
guarantee. The Court also advocated the same to the department which
unfortunately the department did not pay heed to. Considering all the
above, our present request is as follows:
a. That the departments stay the recovery of the assessed tax pending the
decision on appeal.
b. That the department withdraws all the attachments.
We would like to however assure you that the company will strive hard to
revive its business; thought revival looks bleak at this junction. We may
also point out that due to a non resolution of Income Tax and continued
attachments, we cannot raise any funds to the company, could not recover
receivables to the company, could not continue the business and
consequently many banks and creditors have filed for Winding Up of the
company and in one case even official liquidator was provisionally
appointed but suspended.
It is humbly submitted if the department do not remove the attachments
immediately, winding up may happen. We are afraid that all receivables of
the company will become doubtful and bad and even if some is recoverable,
it may take decades. Since as per the trade practice and conventions, the
counter parties of theatres and distributors have a valid case. However
should the department withdraw the attachments, the company will strive to
pump in capital, talk to creditors in withdrawing the Winding Up and in
right earnest make effort to restart the business. The company feels that
it will take 3 to 6 months for such a revival and after that the company
would be in a position to pay some amounts to the department as advance tax
pending decision on appeal.
We would like to once again point out that the companys business have come
to stand still and the company lost huge amount of money due to the
continued attachments and pray your good-self in providing an opportunity
for the company to revive itself, considering the economic stakes of more
than 1000 employees, more than 40,000 shareholders, 15 banking institutions
and creditors who have lend the company for more than Rs.600 crores.
Thanking you
Yours faithfully,
For PYRAMID SAIMIRA THEATRE LTD
PSSAMINATHAN MANAGING DIRECTOR
D. Business model & Revival plan of action:
8) BUSINESS MOPELANP GROWTH OF THE COMPANY:
* The company was in business of last mile access of cinema (i.e.
Theatres). The company took theatres on long lease, ran the entire
operations, paid rent to the theatre owners, incurred content cost and
earned revenue from sale of tickets and Food & Beverages.
* The company from mere four screens developed in to a giant in the
following manner:
Quarters Screens
31.12.2006 184
31.03.2007 265
30.06.2007 371
30.09.2007 487
31.12.2007 655
31.03.2008 765
30.06.2008 802
30.09.2008 745
31.12.2008 252
31.03.2009 248
* The company also started expanding its operations into Northern India,
Malaysia, Singapore, USA, etc., Apart from that, the company also
backwardly integrated into Distribution, Production and laterally expanded
into allied fields as well. The companys Top Line and EBITDA is as
follows:
(in Rs. Million)
Quarters Topline EBIDTA
31.12.2006 460.53 58.61
31.03.2007 678.01 65.75
30.06.2007 1,228.50 234.90
30.09.2007 1,465.10 226.40
31.12.2007 2,329.48 371.00
31.03.2008 2470.01 309.74
30.06.2008 2502.78 134.97
30.09.2008 2523.92 176.07
31.12.2008 1379.68 92.07
31.03.2009 807.01 75.78
b) BANKING HISTORY & REASONS FOR CURRENT DUES & ISSUES:
The following were the Working Capital deployment in the company:
* Working Capital required for blocking theatres by way of rental advances
to theatre owners.
* Working Capital for procurement of content which is roughly equivalent to
60 days of our Top Line.
* Working Capital required for expenses and operations
* Working Capital required for funding collection cycle in non-fully
controlled theatres of the company, since these theatres will settle the
amount, only when picture is terminated.
Apart from the above Working Capital, the company incurred non-refundable
one time canteen vacation charges in theatres (needed to vacate the
existing canteen operations) and infrastructural improvement cost in
theatres which are non-recoverable back and digitalization capital
expenditure which can be taken back. The following table depicts the
investment in Fixed Cost and the investment in Working Capital as stated
above:
Working Capital Deployment Rs Millions
31.3.2007 31.3.2008 31.3.20O9
Rental Advance 1537.97
Content Cost 274.60 1248.90 1201.70
Operating Expenses 51.37 233.15 253.74
Canteen Vacation Expenses 12.60 0.50 0.50
Infrastructure/Digitalization 106.88 49.42 0.31
Total 445.45 3069.94 1456.25
* We availed Working Capital limits of Rs.50 Crore initially.
* Reflecting the Top Line growth, the company sought additional Working
Capital limits; vide request dt. 30.07.08 from Rs.50 Crores to Rs.125
Crores. Further during the same time, we tried to form the Consortium and
the following meetings on 12/03/2008,16/07/2008,25/03/2009,11/05/2009 &
16/06/2009 were held. But finally due to various reasons, the present
multiple banking arrangements continued.
* In the meanwhile, we could arrange additional limits from AXIS BANK for
Rs.25Crores and JAMMU & KASHMIR BANK for Rs.10 Crores. The AXIS BANK had
put a pari passu as the condition and JAMMU & KASHMIR BANK wanted to be a
part of the Consortium for the joint documentation. Unfortunately, bankers
could not come to conclusion in this regard and the JAMMU & KASHMIR BANK
limits could not be availed and with regard to AXIS BANK only a part from
the sanctioned limit could be availed.
* As of now, the principal exposure of the banks is as per the following
table:
Principal outstanding-working capital limits:
Rs. in Crores
Name of the Bank Principal
1. UCO Bank 12.00
2. Punjab National Bank 10.00
3. Federal Bank Ltd 14.40
4. State Bank of Patiala 4.80
5. Syndicate Bank 4.80
6. Bank of Rajasthan 2.00
7. Union Bank of India 5.00
8. Indus Ind Bank Ltd 1.00
9. Axis Bank 12.50
Total 66.50
c) Present problems and the need for restructuring.
The companys problem currently can be based on the following contributory
parameters:
* The company faced a huge loss in some films especially the film called
Kuselan which is one of the hyped films in India at that time and the
company lost around Rs.40Crores. Further in 2008, the success ratio of the
film industry as a whole was only 8% as against to the long term average of
20%.
* All film companies were impacted due to this recession. Pyramid Saimira
Group being the largest content providers was impacted more. At one point
of time, we were releasing 4-6 films in the month and we had lost more than
Rs. 125Crores due to the low success rate of films in India. This impacted
our Working Capital and unfortunately, due to Income Tax attachment in
December 2008, non receipt of pari passu seeding from other banks in favour
of Axis bank and non-formation of Consortium at that point of time,
constrained us from bringing fresh new funds for bridging the Working
Capital Flow.
* As the companys model is a Fixed Cost Model where all costs are fixed
and the revenue is only dependent on content availability & failure in
content coupled with companys in-ability to block funds for new content
has resulted in low occupancy rate, which also increased our cash gap and
Working Capital necessity, that unfortunately instead of being bridged, was
on the regressive mode.
* The company could not raise capital due to international risk aversion
which was present at that time and certain questionable exit by one of the
companys external investors which brought down the credibility of the
company at that time in the capital markets.
* The company pleaded for little extra support from the bank which
unfortunately was not forthcoming at that time and the company had to go
into the reduction of business.
* Now the company has finalized a revival plan and started implementing the
same and the company feels restructuring the debt will go in long-way in
reviving the fortunes of the company and also put the company on growth
path once again.
E. Revival planning:
While framing the plan Company has taken the following principal parametric
conditions:
* The company will not ask for any Principal Sacrifice from the bankers as
the company is asset covered and self-confident of revival.
* The companys restructuring is structured in such a way; the
implementation is self-fulfilling and has taken into account the
contingencies that may arise. For the same, the company has provided for
capital conversions, secured capital flows through trust etc., as
additional insurance to bankers.
* The company while seeking additional Working Capital, commits to bring in
fresh equity capital to the system. With the above parameters in mind, the
company plans to apply to CDR mechanism for the following restructuring:
* The interest outstanding from (accrued less paid so far) is requested to
be converted into FITL which will be serviced in four half yearly
installments starting from April 2011.
* The present Working Capital principal to be converted into Term Loan for
which the company will service the interest once in a quarter starting from
July 2010 and the repayment of the same will be once in a half year in six
equal installments from April 2011 onwards.
* The company seeks fresh Working Capital of Rs.20 Crores subject to the
company brings additional equity capital of Rs.20 Crores in to the system.
* The company proposes to restructure the Group by de-merging certain
associate and subsidiary companies. As an additional comfort to Bankers,
the company is willing to create the trust with one of the constituent bank
acting as a trustee which will hold certain number of shares of de-merged
entities. The company proposes this trust can hold the following number of
shares of the respective companies.
No. of Shares
Pyramid Saimira Production International Limited 803246
Pyramid Saimira Content Distribution Limited 752319
* The company is also willing to pass a Shareholders Resolution and Board
of Directors Resolution providing an option to the bank to convert part
exposure or full exposure into equity shares of the company as per SEBI
approved formulae.
* The company is also willing to induct a bank nominee into the Board of
Directors of the company, for a higher quality Corporate Governance.
F. RESTRUCTURING:
The company based oh the experience of growth and subsequent problems has
now started implementing a wholesome rejig of the business model and
restructuring of business operations. Broadly the revival package is
divided into:
Change in Business Model:
i. The company previously was operating on a fixed rental model. The
company is moving from this to Revenue Share and profit share model whereby
the Fixed Cost component in terms of rent will come down and part of the
risk will also be taken by the theatre owners.
ii. The company is also moving away from purchasing the entire rights of
the film into selective rights and also some of the films on revenue share
basis, which are expected to reduce the risk elements of film failure,
though the percentage profit also might reduce.
iii. Previously the groups business of combined Distribution and
Exhibition mean that there is no risk mitigation at all. Now the company is
moving away from full exhibition of our films by inducting Distribution
partners for the respective territory and also by inducting Third Party
Exhibitors as well. This will expand the base of the company and reduce the
overall risk of film failure.
iv. The company previously operated all canteens on its own and the company
could not achieve system efficiency and there were leakages in the F&B
Division of the company. The company is now moving towards outsourced the
canteen services where the company will get the Fixed Rate per ticket sold,
which is much easier to monitor and control.
v. The company so far has not integrated its cinema marketing with
exhibition though the company has a Cine Marketing Company called Dimples
Cine Advertising Company Pvt. Ltd., which had 15yrs of track record. The
company now is integrating the operations to bring more revenues.
vi. The company previously had more than one screen in the same locality
which had resulted in over capacity in the sale consideration. The company
is evaluating the density and reducing the capacity appropriately.
All these measures will reduce the Fixed Cost exposure; create risk
mitigation at each level and over all improvement efficiency cycle and
operating cycle which will translate into tighter Working Capital
deployment.
Structural Solutions:
i. The company is de-merging the each of the core business separately viz..
Production, Exhibition and Distribution. It may be noted PSTL previously
had only Exhibition and under it Production and Distribution were
subsidiaries. These were now being de-merged.
ii. Each of these three divisions will now have separate independent focus
and will also induct strategic partners restricted to that line of business
and fund raising separately. Each of this business will also focus upon de-
risking not through the group companies but also through Third Parties.
iii. Due to the effect of de-merger these two companys Distribution and
Production would be listed.
iv. It may be noted that certain shares of these companies will be held in
a trust for bank securitization or eventual realization as the case may be
at the option of the bankers.
v. The company is also going ahead with the issue of warrants to Promoters
and issue of shares to QIP which will bring in fresh capital into the
system (which we had proposed to bring as part of CDR)
All these structural measures will improve management bandwidth, induct
fresh blood into the system and bring greater focus on risk mitigation and
thereby improve over all profitability of the group.
Internal control system:
During the period under review, due to attachments on the Bank Accounts and
Receivables by Income Tax Department, the Company could not ensure 100%
Internal check and control as the Company was having less access to the day
to day operations of its theatres and solely depended on the Memorandum of
Accounts received from the Theatres then and there. The Company has
submitted a plea to IT Department and it is expected that the IT department
will remove the attachments soon. Our comprehensive annual planning,
financial reporting and forecasting process will re-emerge once the way is
cleared by IT Dept. The implementation of our systems and procedures will
be monitored by the Audit Wing to be established on clearance by IT Dept,
Cautionary Statement:
Statements made in the Management Discussion and Analysis Report describing
the companys objectives, projections, estimates, predictions and
explanations may be forward-looking statements within the meaning of
applicable securities laws and regulations. Accordingly, the statements are
based on certain assumptions and expectations of the future events over
which the company exercises no control and therefore, it can not guarantee
their accuracy nor can it warrant that the same will be realized by the
company.
Actual results could differ materially from those expressed or implied.
Significant factors that could make a difference to the companys
operations include domestic and global economic conditions affecting
demand, supply and price conditions in the industry, changes in the
Government Laws and Regulations, tax regimes and other statutory changes,
environment standards, litigation and labor relations. Your company
undertakes no obligation to publicly revise any forward looking statement
to reflect future events or circumstances.