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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 532689ISIN: INE191H01014INDUSTRY: Entertainment & Media

BSE   ` 1377.30   Open: 1414.60   Today's Range 1374.00
1414.60
-24.95 ( -1.81 %) Prev Close: 1402.25 52 Week Range 1247.85
1879.75
Year End :2023-03 

Impairment testing of Goodwill:

Goodwill represents excess of consideration paid over the net assets acquired. This is monitored by the management at the level of cash generating unit (CGU) and is tested annually for impairment. Cinemax India Limited (2012-13), Cinema exhibition undertaking of DLF Utilities Limited (2016-17), SPI Cinemas Limited (2018-19) and INOX Leisure Limited and Jazz cinemas (2022-23) acquired/merged during the previous year now completely integrated with the existing cinema business of the Parent Company, and accordingly is monitored together as one CGU. The Parent Company tested goodwill for impairment using a post-tax discounted cash flow methodology with a peer-based, risk-adjusted weighted average cost of capital, using discount rate of 10 to 12.5% p.a. and terminal growth rate of 4%-5%. This long-term growth rate takes into consideration external macroeconomic sources of data. Such long-term growth rate considered does not exceed that of the relevant business and industry sector. We believe use of a discounted cash flow approach is the most reliable indicator of the fair values of the businesses. The Parent Company believes that any reasonably possible change in the key assumptions on which a recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-generating unit.

No impairment of goodwill was identified as of March 31, 2023.

1 During the previous year ended March 31, 2023, there was an additional equity investment of 15,000 Lakhs in PVR Pictures Limited.

2 During the year ended March 31, 2023, 60 (March 31, 2022 : Nil) 0.01% Compulsorily Convertible Debentures were converted into 9,071 equity shares of Zea Maize Private Limited.

3 During the year ended March 31, 2023, there was an additional capital infusion of 150 Lakhs in Zea Maize Private Limited through equity shares and the same is pending for allotment as on March 31, 2023.

4 Business Combination (Merger by Absorption)

Shouri Properties Private Limited (SPPL) is a wholly-owned subsidiary of the Company (consequent to merger of erstwhile INOX Leisure Limited with the Company). SPPL holds a license to operate a multiplex cinema theatre. The Board of Directors of the erstwhile INOX Leisure Limited (INOX), at their meeting held on January 21, 2022, had approved the draft Scheme of Amalgamation (Merger by Absorption) ("the Scheme") under Sections 230 to 232 of the Companies Act, 2013 ("the Act") and other relevant applicable sections of the act for amalgamation of SPPL with the INOX subject to approval of the Scheme by the Shareholders and Creditors of the respective Companies (if required), Hon'ble National Company Law Tribunal, Bench at Mumbai (NCLT Mumbai) and subject to approval of any other statutory authorities as may be required. Further the Board of Directors of the Company at their meeting held on March 16, 2023, has approved the amalgamation of SPPL with Company. Thereafter, the Company has filed an application with Hon'ble NCLT Mumbai on April 06, 2023 for substitution of name of INOX Leisure Limited with PVR INOX Limited in the Company Scheme Petition along with other consequential amendments. The matter was heard on April 13, 2023 and Hon'ble NCLT Mumbai has allowed the application and fixed the final date of hearing on June 07, 2023 formalities. The Company is yet to receive the approval of NCLT on the scheme, accordingly appropriate accounting treatment of the Scheme will be done post receipt of NCLT approval.

5 During the previous year ended March 31, 2023, SPI Entertainment Project (Tirupati) Private Limited has been struck off as per Companies Act, 2013 & after taking the requisite approvals as required by the law the Company has written off the investment.

1 Pursuant to Section 115BAA of Income Tax Act, 1961, the Company from the current fiscal year has opted for lower tax rates. Consequent to this, the Company has calculated tax for current year and remeasured its deferred tax basis rates prescribed in this section and credited the consequential impact in the deferred taxes for the year ended March 31, 2023 amounting to 113,433 Lakhs. Also, an amount of 16,993 Lakhs on account of MAT credit entitlement for the previous years has been charged to Profit & Loss account.

In assessing the realisability of deferred tax assets, management considers whether it is probable, that some portion, or all, of the deferred tax assets will be realised. The ultimate realisation of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable incomes over the periods in which the deferred tax assets are deductible, management believes that it is probable that the Company will be able to realise the benefits of those deductible differences in future.

b) Terms and rights attached to equity shares

The Company has only one class of equity shares having a par value of 110 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(iii) Term Loan from banks carries variable interest rate based on respective bank benchmark rate, effective rate of interest varying in between 7.70% p.a to 11.05% p.a.

(iv) FY 2022-23 has been a year of recovery post-pandemic, with significant volatility in business that had an adverse effect on the financial performance. This has resulted in the Company being in non-compliance with certain financial covenants agreed with its lenders. The Company has sought and received waiver letters from all its lenders for the financial year 2022-23 wherever these covenants were required to be tested.

(v) All Debentures are secured by mortgage on all movable (both present and future)properties, plant and equipment, capital work-in-progress, other intangible assets, loans and advances, security deposit, inventories, trade receivables, & capital advances of the Company (Excluding immovable properties situated at Gujarat, Bangalore & Tamil Naidu and Assets on which specific security/ lien exists or is created in favour of any statutory/ regulatory body) . All the Debentures have been repaid during the year.

(i) Term loan from banks are secured by first pari passu charge over all movable (both present and futurejproperties, plant and equipment, capital work-in-progress, other intangible assets, loans and advances, security deposit, inventories, trade receivables, & capital advances of the Company (Excluding immovable properties situated at Gujarat, Bangalore & Tamil Naidu and Assets on which specific security/ lien exists or is created in favour of any statutory/ regulatory body). Also there is a specific charge on the immovable property situated at Mumbai for a bank loan amounting to 13,056 Lakhs.

d) Finance lease obligation is secured by hypothecation of plant and machinery taken on lease. The interest rate implicit in the lease is varying between 11.37% p.a. to 13.99% p.a. The payment is scheduled in 28 equal quarterly instalments from the start of lease agreements.

e) During COVID-19, the Company has initiated discussions with landlords for waiver and rebates in Rental charges during the lockdown period. The Company has been successful in getting relief from most of its landlords.

The Company has elected to apply the practical expedient of not assessing the rent concessions as a lease modification, as per MCA notification dated July 24, 2020 on Ind AS 116 for rent concessions which are granted due to COVID-19 pandemic. As per requirements of MCA notification, total rent concessions recorded during year ended March 31, 2023 amounted to 1305 Lakhs (March 31, 2022 : 126,977 Lakhs). Out of this, 124,430 Lakhs is recognised in "Other income” during the year ended March 31, 2022 after adjusting the rent expense of 12,547 Lakhs for the year ended March 31, 2022. There was no such income to be classified in other income during the year ended March 31, 2023.

33 Gratuity plan:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure @15 days last drawn salary for each completed year of service, in terms of Payment of Gratuity Act, 1972. The scheme is funded with four insurance companies in the form of a qualifying insurance policies. The fund has the form of a trust and it is governed by the Board of Trustees. The Board of Trustees is responsible for the administration of the plan assets. Each year, the Board of Trustees reviews the level of funding in the India gratuity plan. This includes employing the use of annuities and longevity swaps to manage the risks. The Board of Trustees decides its contribution based on the results of this annual review. Generally, it aims to have a portfolio mix of equity instruments and debt instruments. The Board of Trustees aim to keep annual contributions relatively stable at a level such that no plan deficits (based on valuation performed) will arise.

As the plan assets include investments in quoted mutual funds, the Company has diversified the market risk.

The following tables summarise the components of net benefit expense recognised in the Statement of Profit and Loss and the funded status and amounts recognised in the balance sheet for the gratuity plan.

38 The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under Sections 92-92F of the Income-tax Act, 1961. Since the law requires such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation of international transactions with the associated enterprises during the financial year and expects such records to be in existence latest by the due date of filing the return of income. The management is of the opinion that its international transactions with the associated enterprises are at arm's length so that the aforesaid legislation will not have any impact on these standalone financial statements, particularly on the amount of tax expense and that of provision for taxation.

39 Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a Company meeting the applicability threshold, is required to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, care for destitute women and rehabilitation of under privileged person, environment sustainability, disaster relief and COVID-19 relief. A CSR committee has been formed by the Company as per the Companies Act, 2013.

During the year ended March 31, 2023 and the previous year March 31, 2022 the Company did not have any obligation for spending money on CSR activities.

The management assessed that cash and cash equivalents, trade receivables, trade payables, bank overdrafts and other current financial liabilities and assets approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

Long-term fixed-rate and variable-rate receivables/deposit are evaluated by the Company based on parameters such as interest rates, specific country risk factors, individual creditworthiness of the customer and the risk characteristics of the financed project. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables/deposits.

The fair values of the quoted instruments are based on price quotations at the reporting date. The fair value of unquoted instruments, loans from banks and other financial liabilities, obligations under leases, as well as other non-current financial liabilities is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.

There is no significant estimate involved in level 3. Further, the deferred consideration is based on the present value of the expected cash outflows discounted using risk adjusted discount rate i.e 9.50% p.a. The estimated fair value of deferred consideration would increase/decrease if the expected cash outflows were higher/lower or the risk adjusted discount rate was higher/lower.

43 Segment

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Managing Director of the Company has been identified as being the chief operating decision maker to assess the financial performance and position of the Company and make strategic decisions. The Company is engaged primarily in the business of theatrical exhibition and allied activities under the brand "PVR INOX". Accordingly, in the context of Indian Accounting Standard 108 - Operating Segments, it is considered to constitute single reportable segment.

44 Business Combination

(i) Amalgamation of Inox Leisure Limited with PVR INOX Limited:

During the previous year, the Board of Directors of PVR INOX Limited (formerly known as PVR LIMITED) ("Company" or "Transferee Company"), in their meeting held on March 27, 2022, considered and approved a scheme of amalgamation of INOX Leisure Limited ("Transferor Company") into and with the Company and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other rules and regulations framed thereunder ("Scheme").

During the current year, the Company has received requisite approvals and the scheme has been sanctioned by the Hon'ble National Company Law Tribunal (NCLT) vide its order dated January 12, 2023 ((Mumbai Bench) with the appointed date of January 01, 2023. The Certified true copy of the said order sanctioning the scheme has been filed with the Registrar of Companies, New Delhi. In accordance with the order of NCLT, the Company has given effect to the scheme in the standalone financial statements w.e.f. appointed date i.e. January 01, 2023. Management has determined that the effect of the difference in appointed date between the requirements of the Scheme and of Ind AS 103 - Business Combinations, is not material to these financial statements. The merger has been accounted for using the acquisition accounting method under Ind AS 103 - Business Combinations and the difference between the fair value of net identifiable assets acquired and consideration paid on the merger has been accounted for as Goodwill of 14,63,379 Lakhs. In accordance with the Scheme, the purchase consideration of 16,29,666 Lakhs has been discharged by issue and allotment of 36,701,729 equity shares of the Company to the shareholders of INOX Leisure Limited.

The stamp duty payable on such issue amounting to INR 5,000 Lakhs has been debited to Securities Premium Account.

The amalgamation of PVR INOX Limited and INOX Leisure Limited is of significant strategic value for the Company and will further cement the Company's market leadership position in India. The Company expects to realise synergies and cost savings related to this acquisition as a result of purchasing and procurement economies of scale and general and administrative expense savings, particularly with respect to the consolidation of corporate related functions and elimination of redundancies.

D Revenue and profit contribution

The acquired business contributed revenues of 141,269 Lakhs and loss before tax of 15,644 Lakhs for the period between January 01, 2023 to March 31, 2023.

If the acquisitions had occurred on April 01, 2022, consolidated pro-forma revenue and profit before tax for the year ended March 31, 2023 would have been 11,90,438 Lakhs and 19,479 Lakhs, respectively.

(ii) Acquisition of Cinema exhibition undertaking of Jazz Cinemas Pvt. Ltd.:

During the quarter, the Company acquired the cinema exhibition undertaking situated at Chennai of Jazz Cinemas Pvt. Ltd. on a slump sale basis. The sale and transfer of the said Cinema exhibition undertaking has been completed on March 03, 2023 and the same has been accounted as per Ind AS 103, "Business combination”. The same has resulted in goodwill of 15,725 Lakhs.

(b) The financial figures in above note exclude expenses reimbursed to/by related parties.

(c) The financial figures in above note excludes GST/Sales tax/Local body taxes as applicable.

(d) For Zea Maize Private Limited, share capital movement refer note 5.

(e) Corporate Guarantee given to bank against credit facility availed by Zea Maize Private Limited amounting to 1500 Lakhs (March 31, 2022

1200 Lakhs).

('f) All transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions and within the ordinary course of business. Outstanding balances at the year end are unsecured and settlement occurs in cash. Transactions relating to dividend, subscriptions for new equity shares are on the same terms and conditions that are offered to other shareholders.

46 Financial Risk Management objective and policies

The Company's principal financial liabilities comprise of loans and borrowings, lease liabilities, trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations and to provide guarantees to support its operations. The Company's principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Company is exposed to market risk, credit risk, legal, taxation and accounting risk and liquidity risk. The Company's treasury team overseas the management of these risks supported by senior management.

(a) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.

Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits and FVTOCI investments.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

contractual and regulatory requirements and has implemented disclosure controls and internal controls over financial reporting which are tested for effectiveness on an ongoing basis.

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

Credit risk on cash and cash equivalents and bank deposits is limited as the Company generally invests in deposits with banks with high credit ratings assigned by domestic credit rating agencies. Loans primarily represents security deposits given to Mall Developers/lessors. Such deposit will be returned to the Company on expiry of lease entered with Mall developers/lessors. The credit risk associated with such security deposits is relatively low.

Trade receivables are typically unsecured and are derived from revenue earned from customers located in India. Trade receivables also includes receivables from Debit/credit card companies and online movie ticketing partners which are realisable within a period 1 to 3 working days. The Company monitors the economic environment in which it operates. The Company manages its credit risk through establishing credit limits and continuously monitoring credit worthiness of customers to which the Company grants credit terms in the normal course of business.

The Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available internal credit risk factors as the Company's historical experience for customer. Accordingly, based on the business environment in which the Company operates, management considers that the trade receivables (other than Government dues) are in default/doubtful if the payment is outstanding for more than 270 days and more than 365 days in case of government dues. Basis above, as at March 31, 2023, Company has impaired Trade receivables of 13,702 Lakhs (March 31, 2022: 13,479 Lakhs). Further, the management believes that the unimpaired amounts that are past due by more than 270 days continue to be collectible in full, based on historical payment behaviour and analysis of customer credit risk.

Majority of trade receivables are from domestic customers, which are fragmented and are not concentrated to individual customers.

(ii) Currency risk

Currency risk is the risk that the fair value of future cash flows of financial instruments will fluctuate because of the change in foreign currency exchange rates.

The majority of the Company's revenue and expenses are in Indian Rupees, with the remainder denominated in US Dollars. Management considers currency risk to be low and does not hedge its currency risk. As variations in foreign currency exchange rates are not expected to have a significant impact on the results of operations, a sensitivity analysis is not presented.

(b) Legal, taxation and accounting risk

The Company is presently involved into various judicial, administrative, regulatory and litigation proceedings concerning matters arising in the ordinary course of business operations including but not limited to personal injury claims, landlord-tenant disputes, commercials disputes, tax disputes (including entertainment tax subsidy and other direct and indirect tax matters like GST, Service tax, Sales tax etc.), employment disputes and other contractual disputes. Many of these proceedings seek an indeterminate amount of damages. In situations where management believes that a loss arising from a proceeding is probable and can reasonably be estimated, the Company records the amount of the probable loss. As additional information becomes available, any potential liability related to these proceedings is assessed and the estimates are revised, if necessary.

To mitigate these risks, the Company employs in-house counsel and uses third party tax & legal experts to assist in structuring significant transactions and contracts. PVR also has systems and controls that ensure the timely delivery of financial information in order to meet

(d) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial assets. The Company's approach to manage liquidity is to have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed circumstances, without incurring unacceptable losses or risking damage to the Company's reputation.

The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, debentures, lease liabilities and advance payment terms.

The Company's liquidity management process as monitored by management, includes the following:

• Day to Day funding, managed by monitoring future cash flows to ensure that requirements can be met.

• Maintaining rolling forecasts of the Company's liquidity position on the basis of expected cash flows.

• Maintaining diversified credit lines.

47 Capital management

For the purpose of the Company's capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity holders. The primary objective of the Company's capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return on capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is long-term debts plus amount payable for purchase of property plant and equipment divided by total equity.

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

50 The Company has paid remuneration to Mr. Ajay Bijli, Managing Director and Mr. Sanjeev Kumar, Executive Director respectively for the year ended March 31, 2022 which was already approved by the Nomination and Remuneration Committee and the Board of Directors in their respective meetings. The same is in accordance with the minimum remuneration as was originally approved by the shareholders vide their resolutions dated July 03, 2018 and September 29, 2020. In view of the inadequacy of profits, the Company had also obtained approval of the shareholders by way of special resolution in Annual General Meeting of the Company held on July 21st 2022, pursuant to the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

51 The Company has paid remuneration to Mr. Ajay Bijli, Managing Director and Mr. Sanjeev Kumar, Executive Director respectively for the year ended March 31, 2023 which was already approved by the Nomination and Remuneration Committee and the Board of Directors in their respective meetings. The same is in accordance with the minimum remuneration as was originally approved by the shareholders vide their resolutions dated July 03, 2018 and September 29, 2020. The Company shall seek approval of the shareholders by way of special resolution in its forthcoming Annual General Meeting of the Company pursuant to the provisions of Section 197 read with Schedule V to the Companies Act, 2013 and in view of the inadequacy of profits.

(vii) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) d irectly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(viii) The title deeds/legal ownership of immovable properties including the leased properties as disclosed in the standalone financial statements are held in the name of the Company.

(ix) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

54 Previous year figures have been audited by a firm of Chartered Accountants other than S.R. Batliboi & Co. LLP and have been regrouped and re-arranged wherever necessary.

53 Other statutory information :

(i) The Company do not have any transactions with companies struck off.

(ii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(iii) The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as

income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(iv) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(v) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(vi) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries)

with the understanding that the Intermediary shall :

(a) d irectly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries