MIRA INFORM REPORT

 

 

Report Date :

27-07-2007

 

IDENTIFICATION DETAILS

 

Name :

PENTAMEDIA GRAPHICS LIMITED

 

 

Formerly Known As :

PENTAFOUR SOFTWARE AND EXPORTS LIMITED

 

 

Registered Office :

‘Taurs’ No. 25, 1st  First Main Road, United India Colony, Kodambakka Chennai – 600024, Tamilnadu

 

 

Country :

India

 

 

Financials (as on) :

31-03-2007

 

 

Date of Incorporation :

05-05-1976

 

 

Com. Reg. No.:

18-007142

 

 

CIN No.:

[Company Identification No.]

U74210TN1976PLC007142

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

CHEP00266A

 

 

PAN No.:

[Permanent Account No.]

AAACP1647B

 

 

Legal Form :

It is a public limited liability company.  The company's shares are listed on the Stock Exchanges.

 

 

 

Line of Business :

The company is one of the entertainment graphic majors, catering to the animation and special effects industry worldwide.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

B

 

RATING

STATUS

PROPOSED CREDIT LINE

26-40

B

Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.

Small

 

Maximum Credit Limit :

USD 7800000

 

 

Status :

Moderate

 

 

Payment Behaviour :

Slow

 

 

Litigation :

Clear

 

 

Comments :

Subject is an old and established company having moderate track. Company’s profitability is under severe pressure. Payments are reported as slow but correct.

 

The company can be considered normal for small business dealings at usual trade terms and conditions, with slight caution initially.

 

 

LOCATIONS

 

Registered Office :

‘Taurs’ No. 25, 1st  First Main Road, United India Colony, Kodambakka Chennai – 600024, Tamilnadu

Tel. No.:

91-44-24833067 / 24803898

Mobile No.:

 

Fax No.:

91-44-24726042

E-Mail :

shares@penta-media.com

ccg@penta-media.com

info@pentamediagrafix.com

Website :

http://www.pentamediagrafix.com

http://www.penta-media.com

 

 

Overseas  Offices :

Located at

Cerritos, Manila, Tokyo, London, Japan, Malaysia, Philippines, Singapore, USA and UK.

 

 

 

Regional  Offices :

Located at

Bangalore, Calcutta, Mumbai, New Delhi and Secunderabad

 

 

Development

Centre  Studio

Ř       Software Development Park & Multimedia Center, 1/162, IT Super Highway (Old Mahabalipuram Road), Thaiyur Sengammal Village, Kelambakkam, Kacheepuram District – 603 103, Tamilnadu, India.

 

Ř       "Taurus", No. 25, First Main Road, United India Colony, Kodambakkam, Chennai – 600 024, Tamilnadu, India.

 

 

 

DIRECTORS

 

Name :

Dr. V. Chandrasekaran

 

Designation :

Chairman & Chief Executive Officer

 

Date of Birth/Age :

3rd May, 1951

 

Qualification :

M.E.,M.I.E.,CE

 

Experience :

26 years

 

Date of Appointment :

January 1992

 

 

 

 

Name :

Mr. S. Ranganathan

 

Designation :

Director

 

Name :

Dr. S. Ramani

 

Designation :

Director

 

 

 

 

Name :

Mr. T. V. Krishnamurthy

 

Designation :

Director

 

 

 

 

Name :

Ms. Usha Ganesarajah

 

Designation :

Director

 

 

 

 

Name :

Mr. G. Venkatesh Babu

 

Designation :

Director & COO

 

 

 

 

Name :

Mr. K. Shrinivasan

 

Designation :

Director & Coo

 

Address :

2nd september, 1952

 

Date of Birth/Age :

B.E.(Mech)

 

Qualification :

28 years

 

Experience :

April 1996

 

Date of Appointment :

Deutsche Babcock Balke - Durr Limited , Dy. GM – Projects

 

 

 

 

Name :

Mr. Srikantha Rao

 

Designation :

Vice President - Technical

 

Address :

1st January, 1949

 

Date of Birth/Age :

B.Sc(ED), M.Sc, P.hd

 

Qualification :

22 years

 

 

 

 

Name :

Mr. S. D. Viswanathan

 

Designation :

Dirator

 

 

 

 

Name :

Sumathi Sridharan

 

Designation :

Additional Director

 

 

 

 

Name :

R. Balaji

 

Designation :

Additional Director

 

 

 

 

 

 

KEY EXECUTIVES

 

Name :

G. Swaminathan

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

 

Names of Shareholders

No. of Shares

Percentage of Holding

Foreign Institutional Investors

2021904

2.70

NRIs/OCBs

1692052

2.26

Global Depository Receipt

11824756

15.78

Financial Institutes/ Mutual Funds

1644343

2.20

Bodies Corporate

14808444

1976

Public

42966797

57.32

TOTAL

74958296

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

The company is one of the entertainment graphic majors, catering to the animation and special effects industry worldwide.

 

 

Exports :

 

Countries :

Europe, Japan, Middle East, South East Asia, USA and West Asia.

 

 

 

 

GENERAL INFORMATION

 

Customer :

Ř       Creek & River Japan, USA

Ř       Silicon Studio, USA

Ř       Fil Cartoon, USA

Ř       Studio Navlon, USA

Ř       Studio Passi, USA

Ř       Media Corporation,  Singapore

 

 

 

 

 

No. of Employees :

Around 1000

 

 

 

 

Bankers :

Ř       Bank of India, Chennai, Tamilnadu, India

Ř       Global Trust Bank Limited, Chennai, Tamilnadu, India

Ř       UTI Bank Limited, Chennai, Tamilnadu, India

Ř       The Hongkong & Shanghai Banking Corporation Limited, Chennai, Tamilnadu, India

 

 

 

 

 

 

Banking Relations :

Satisfactory

 

 

 

 

Auditors :

 

 

Name :

S. Viswanathan

Chartered Accountant

 

Address :

     Chennai, Tamilnadu, India

 

 

Memberships :

Confederation of Indian Industry

 

 

 

 

 

Associates :

Ř       Pentafour Products Limited

Ř       Pentafour Solec Technology Limited

Ř       Pentafour Finance Limited

Ř       Pentafour Communications Limited

 

 

Subsidiaries :

Ř       Num TV Limited, Mauritius

Ř       Pentamedia Corporation, USA

Ř       Animasia International Pte. Limited, Singapore

Ř       Improvision Corporation, USA

Ř       Mayajaal Entertainment Private Limited

Ř       Media Dreams Limited

Ř       Kris Srikkanth Sports Entertainment Private Limited 

Ř       Intelivision Limited

 

 

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

75000000

Equity shares

Rs.10/-Each

Rs. 750.000 millions

 

 

 

 

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

74960000

Equity Shares 

Rs.10/-Each

Rs.749.600 millions

 

 

 

 

 

 

 

 

 

 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2006

31.03.2005

31.03.2004

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

249.800

249.800

249.800

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

1713.100

1701.500

1661.400

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

1962.900

1951.300

1911.200

LOAN FUNDS

 

 

 

1] Secured Loans

1548.100

1653.100

1690.000

2] Unsecured Loans

228.000

228.000

228.400

TOTAL BORROWING

1776.100

1881.100

1918.400

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

3739.000

3832.400

3829.600

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

428.400

456.400

564.200

Capital work-in-progress

0.000

0.000

0.000

 

 

 

 

INVESTMENT

2253.800

2253.800

2253.800

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

179.500

185.800

151.700

 

Sundry Debtors

277.100

281.100

43.100

 

Cash & Bank Balances

21.600

29.900

48.900

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

1117.800

1172.100

1137.100

Total Current Assets

1596.000

1668.900

1380.800

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

324.500

334.500

157.000

 

Provisions

214.700

212.200

212.200

Total Current Liabilities

539.200

546.700

369.200

Net Current Assets

1056.800

1122.200

1011.600

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

3739.000

3832.400

3829.600

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2006

31.03.2005

31.03.2004

Sales Turnover

246.900

647.400

1352.200

Other Income

5.900

2.600

76.000

Total Income

242.800

650.000

1428.200

 

 

 

 

Profit/(Loss) Before Tax

8.200

45.100

67.800

Provision for Taxation

(3.400)

5.000

9.900

Profit/(Loss) After Tax

11.600

40.100

57.900

 

 

 

 

 

 

 

 

Expenditures :

 

 

 

 

Manufacturing Expenses

114.700

323.600

618.500

 

Administrative Expenses

12.500

15.500

28.900

 

Raw Material Consumed

9.100

21.500

12.000

 

Salaries, Wages, Bonus, etc.

14.100

15.600

23.900

 

Interest

19.600

120.300

148.300

 

Power & Fuel

8.200

8.300

12.200

 

Depreciation & Amortization

55.600

108.000

323.800

 

Other Expenditure

5.400

2.600

220.800

Total Expenditure

239.200

615.400

1388.400

 

QUARTERLY / SUMMARISED RESULTS

 

PARTICULARS

 

31.03.2007

Sales Turnover

124.300

Other Income

769.800

Total Income

894.100

Total Expenditure

857.300

Operating Profit

36.800

Interest

0.200

Gross Profit

36.600

Depreciation

28.100

Tax

0.200

Reported PAT

7.200

 

 

 

 

 

 

KEY RATIOS

 

 

PARTICULARS

 

31.03.2006

31.03.2005

31.03.2004

Debt – Equity Ratio

0.93

0.98

0.35

Long Term Debt Equity Ratio

0.25

0.14

0.01

Current Ratio

0.86

0.73

1.49

Fixed Assets

0.12

0.32

0.36

Inventory

1.35

3.84

1.58

Debtors

0.88

3.99

1.50

Interest Cover Ration

1.42

1.37

1.74

Operating Profit Margin (%)

33.78

42.23

43.06

Profit Before Interest And Tax Margin (%)

11.26

25.55

19.11

Cash Profit Margin (%)

27.22

22.88

30.90

Adjusted Net Profit Margin (%)

4.70

6.19

6.95

Return On Capital Employed (%)

0.73

4.32

3.22

Return On Net Worth (%)

0.59

2.08

1.59

 

 

 

STOCK PRICES

 

Face Value

Rs.10/-

High

Rs.5.00

Low

Rs.4.95

 

 

LOCAL AGENCY FURTHER INFORMATION

 

HISTORY

 

The company was incorporated on 15th May, 1991 at Chennai in Tamilnadu under the name and style of Pentafour Software & Exports Limited having Company Registration Number 7142.  Subsequently, the name of the company was changed to present.

 

Subject was originally promoted by Mr. V. Ramakrishna and associates. Later Dr. V. Chandrasekaran, a professional with IT experience, took charge of the operations.  The company belongs to the Pentafour Group which has several other companies in diverse businesses. 

 

Subject has been accredited with ISO 9001 and ISO 9002 Certifications.

 

Subject was incorporated to manufacture and trade consumer durables and electronic items such as air conditioners, UPS, water heaters, stabilisers, etc, and to render consultancy services in project finance and administration. The company has been supplying these products to reputed companies including Spencer & Company to be marketed under their brand name.

 

During the year 1999-2000, the company hived off its business software segment, including overseas operation as well as products on & off shore projects, transfer of human resources associated with software and brand value. To reflect its business after restructuring, the company decided to change the name from Pentafour Software to Pentamedia Graphic with the approval on 24th January 2000. 

 

The company has expertise in Films/ Broadcasting, Video, CD/DVD and Internet Entertainment with having all kinds of screen Big Screen (Theater), Small Screen (Home Video and T.V.) and personal screen (Personal Computer). The company have entire production facility, business operation & creation of Multimedia with special effect only in one roof at the Software Park in Kelambakkam - Chennai. The company also has International Marketing office in Hollywood, Cerritos, Singapore, Manila, Tokyo and London.

 

The company has started new project, the New Millennium TV, www.numtv.com in December 1999, another pioneer efforts of the company, which is first Internet Live Broadcasting TV. Presently Num TV is targetting NRI in Asia, Europe and U.S.A. has registered viewers base of 200000 viewers. NUM TV has now alliance with Sony TV and E TV besides the Sun Network. Currently the company is webcasting 14 live TV channels from India. NUM TV`s  Plans to include sourcing of Chinese, Korean and Japanese contents for webcasting to the expatriates to these countries living in Europe, Australia, New Zealand and U.S.A. 

 

The company have strategic alliance with Thornbrush entertainment, IWERKs, Stan Lee Media, Digital Domain, New Media Venture Partners, SGI Apple, Hewlett Packard and Digital Domains.

 

During the year 2000, the company received the SEI-CMM level 4 certification. It now plans to go for SEI-CMM level 5 certification. In 2001, it acquired Media Dreams to increase its presence in media. It acquired Mayajaal in the themed space and Kris.Srikkanth Sports & Entertainment (KSSEL) in the sports space. It has also acquired Improvision Corporation, California,  U.S.A., a movie production company, in an all stock deal.

 

 

 

BUSINESS

 

The company is one of the entertainment graphic majors, catering to the animation and special effects industry worldwide.

 

It is the largest Multimedia Company. It has four divisions such as Numtv.com, Projects, R & D and Services.  The company has divided its business into 3 Strategic Business Units.  The largest of these is the SBU focussing on 2D and 3D animation which contributes more than 60% to the revenues.  It also sell multimedia titles on various subjects like education, hobbies and fairy tales.  The company is also doing projects for developing multimedia titles for overseas companies.

 

The product range include the following :

 

Ř       CD ROM, CD I, CD XA Philips Yellow Book Standard

Ř       CD Audio Philips Red Book Standard

Ř       CD Video Philips White Book Standard

Ř       CD ROM Systems For information recording and information distribution, which will provide total solutions on a turnkey basis

 

business operations

 

The company's total sales revenue during the year was Rs. 4417.175 millions compared to Rs. 5523.791 millions during previous year, as during the year the billing have been done from the subsidiary companies in respective companies in order to achieve greater efficiencies in billing, factoring and copyright protection for Multimedia products and projects. The turnover has shown a growth of 16% on a consolidated basis. Operating profit during the year was Rs. 779.755 millions (17.65% of total revenues) compared to Rs. 1389.237 millions (25.15% of total revenues).

 

v      Films (3DAnimation, Visual Effects)

 

The company has released yet another full length 3DAnimation Hybrid feature film ALIBABA during the year in the Indian market. This film was executed in the studios located at Chennai apart from postproduction at Unites States and Canada.    

 

Few components of the film that has scaled up its place in the field of animation technology are as follows :

Ř                   Stylized character

Ř                   Advance motion capture techniques

Ř                   Photo-realistic environment

Ř                   Re-purposable/re-usable digital contents

 

ALIBABA`s music scored has been enhanced by Mr. Pravin Mani. UNIVERSAL Music is marketing the music scores

 

The company has joined hands with EROS MULTIMEDIA during the year for doing film distribution. Under the title of Penta-Eros Studio, a hi-end post production and graphics facility, to provide services to several media companies including music channels, the advertising fraternity and the serial/ programme producers has been set up.

 

The film (products) under active production are "The Monkey God" and "Sinbad & Collins". The products like "Guliver`s Travels", "Buddha" and "Legands of the Valiant" are on the co-production front. All these projects/products are expected to be released at appropriate intervals.

 

v      TV (2DAnimation, Special Effects)

 

In the small screen, the company has completed 26 episodes for 22 minutes each successfully for Vasantham Central of Media Corp Singapore. Media Corp is airing the same titles Panchathantra in the Tamil language. The programme was well received by the NRIs and negotiation is on for dubbing same in various languages. Three animated episodes titled "Bible Stories", "Fairy Tale" and "Moral Stories" will be executed for Splash, a children`s TV channel.

 

MIPCOM 2001 at France, the television distribution show conducted for corporates worldwide helped the company in exhibiting distributions products, in production projects and to produce projects for coproduction as well as distribution.

 

In all company exhibited over 7 features, 4 home video and two 26 episodes TV serials. These were viewed and received by many broadcaster and distribution during MIPCOM JUNIOR and has progressed itself into negotiating mutually beneficial terms of agreement for various markets.

 

v      Interactive Multimedia (CD, CBT, Internet)  

 

In the PERSONAL SCREEN segment, www.numtv.com witnessed a slight slump due to the combination of factors such as Bandwidth, U.S.A. slowdown and consequent return of NRIs back to their motherland. However, numtv.com signed up with a U.S.A. based webcasting portal for airing content to be relayed into the cities of the United States of America. This tie up helps the company to seek broadband for the viewers of numtv.com at a lower cost. Last year, numtv.com used its graphic expertise and its live streaming capabilities for Wisden 20:20 to live stream its cricket match across the world. The relationship is on going for other cricket matches that are on the anvil.

 

v      Feature Focus

 

The Company's immediate majority concentration is in repositioning strategies towards 3D. home production and Co-production to not only own the product but also aim at the long term pay off for encashing on the digital assets. The company proposes, by conserving cost and preserving cash, to claim back its debt free position and carefully plan for organic and inorganic expansion.

 

With the advent of digital projectors, digital broadcasting hubs, digital theatres, Hi-definition TV to name a few the company is confident of performing to its potential. Its presence in the various high technology areas is meant to provide quality entertainment at affordable prices for an ever increasing global audience.    

 

 

The company expanded its business into various segments such as :

 

Ř       Studio Entertainment

Ř       Media Entertainment

Ř       Web Entertainment

Ř       Themed Entertainment

Ř       Sports Entertainment

 

The company's Corporate Office is located in a 32,000 sq. fts. fully networked office space. Its' Digital Imaging Center has  a built up area of 50,000 sq.fts. A fully integrated CD-ROM manufacturing plant has been set up for the captive production of CD titles. Its' annual production capacity is to produce 12 millions CDs per annum.

 

Digital Imaging Center houses the Authorized Studio Training Center of Silicon Studio Inc., (a subsidiary of Silicon Graphics Inc., USA) and the Developer University cum development center of Apple Computers Inc.  This center specializes in 2D and 3D animation for Features, Television Serials, Game Development, Virtual Worlds, Theme Parks, Commercials, Industrial Visualization, Architectural Walk thrust, Product Modelling, Ink and Paint, Inbetweening, Compositing, Retouching, Mask Painting, Motion Capture, 3D Scanning and Digitizing and Rendering.  The company's production facility also hosts Asia’s first Technological Studio with Blue Screen and Motion Capture infrastructure.

 

The company hosts 120 Silicon Graphics work stations, 60 Power Macs and 210 Pentium & Pentium Pro work stations. The CD plant complex is spread over an area of 2 acres, with a built-up area of 45,000 sq.fts. The factory building has provisions for clean rooms of class 100 and 10,000.   In order to cater to multimedia users on a turnkey basis, the company has already set up a multimedia product & program development center and a post production center as a part of the CD plant.

 

The company has its offices in Hollywood, Cerritos, Manila, Tokyo and London. The company is offering itself as a Computer Graphics and Animation Content and Services provider for the Film, Broadcast and Interactive and Internet (PC) segments.

 

The following are the Business Partners of the company

 

Ř       Thornbrush Entertainment

Ř       IWERKs

Ř       Stan Lee Media

Ř       Digital Domain

Ř       New Media Venture Partners

Ř       SGI Apple

Ř       Hewlett Packard

Ř       Digital Domains

 

 

Fixed Assets

  • land
  • buildings
  • plant & machinery
  • computers
  • digital contents
  • furniture & fittings
  • vehicles

 

Bio Data

 

Pentamedia Graphics Ltd(formerly Pentafour Software & Exports Ltd) [PGL], promoted by V Ramakrishnan and associates was incorporated in May'76 to manufacture and trade consumer durables and electronic items such as air conditioners, UPS, water heaters, stabilisers, etc, and to render consultancy services in project finance and administration. PGL has been supplying these products to reputed companies including Spencer & Co to be marketed under their brand name. 


 
 The company hived off its business software segment, including overseas operation as well as products on & off shore projects, transfer of human resources associated with software & brand value during the year 1999-2000. To reflect its business after restructing, the company decides to change the name from Pentafour software to Pentamedia Graphic with the approval on 24.01.2000. 


 
 Pentamedia has expertise in Films/ Broadcasting, Video, CD/DVD & Internet Entertainment with having all kinds of screen Big Screen (Theater), Small Screen (Home Video & T.V.) and personal screen (Personal Computer). PentaMedia having entire production facility, business operation & creation of Multimedia with special effect has only in one rooft at the Software Park in Kelambakkam - Chennai. PentaMedia also has International Marketing office in Hollywood, Cerritos, Singapore, Manila, Tokyo & London.

  
 
 PentaMedia has started new Projet, The New Millennium TV, www.numtv.com in Dec.'99, another pioneer efforts of the company, which is first Internet Live Broadcasting TV. Presently Num TV is targetting NRI in Asia, Europe & US has a registered viewer base of 2,00,000 viewers. Num Tv has now alliances with Sony TV and E TV besides the Sun network. Currently the Company is webcasting 14 live TV channels from India. NUM TV's plans to include sourcing of Chinese, Korean and Japanese contents for webcasting to the expatriates to these countries living in europe, Australia, New Zealand and US. 


 
Pentamedia is having strategic alliance with Thornbrush Entertainment, IWERKs, Stan Lee Media, Digital Domain, New Media Venture Partners, SGI Apple, Hewlett Packard & Digital Domains.

  
 
 In 2000-01, the company received the SEI-CMM level 4 certification. It now plans to go for SEI-CMM level 5 in the year 2001.

  
 
 In 2001, it acquired Media Dreams to increase its presence in media. It acquired Mayajaal in the themed space and Kris.Srikkanth Sports & Entertainment (KSSEL) in the sports space. It has also acquired Improvision Corporation, California, USA, a movie production company , in an all stock deal.

 

DIRECTOR'S  REPORT 


 
 The Board of Directors have the pleasure to present the 30th Annual Report to the shareholders together with the Audited Accounts of the Company for the financial year ended 31st March 2006. 


 
 Status of Composite scheme of amalgamation: 


 
 The members at their Extra-Ordinary General meeting held on 03rd May 2004 had approved the Composite scheme of amalgamation/arrangement and compromise with Messrs. Media Dreams Limited, Kris Srikkanth Sport Entertainment Limited, Intelivision Limited and Mayajaal Entertainment Limited and their respective creditors and shareholders. The Scheme was sanctioned by the Hon'ble High Court of Judicature at Madras on 12th October 2004 and was subsequently modified vide Order dated 8th November 2004. Pursuant to the provisions of the Scheme 6 Equity Shares of Re.1/- each credited as fully paid up of MAYAJAAL will be allotted for every 10 Equity share of Rs.10/- each held by them in Pentamedia Graphics Limited. Those equity shares to be issued by Mayajaal in terms of the said scheme were required to be listed at Madras Stock Exchange (MSE), Bombay Stock Exchange Limited (BSE) and National Stock Exchanges (NSE). The Company has filed necessary listing application with enclosures to all the three stock exchanges. MSE has already approved the said scheme and has also accorded its in-principal approval for the listing of the securities. However, Bombay Stock Exchange has raised an objection with regard to the Scheme and also listing of Majayaal Securities. BSE has also filed an appeal before the Hon'ble High Court of Madras and the court has directed the BSE to inform the company for compliance of listing agreement, if any, to be complied. BSE even after the direction has rejected the listing application for listing of the securities of Pentamedia and MAYAJAAL.

 
 
 The directors further wish to inform the members that based on the rejection of listing of securities of MAYAJAAL by BSE, Your company had filed an application before the Hon'ble Court of Madras challenging the said rejection. The court after hearing both the parties directed the company to refer the matter to Securities Appellate Tribunal (SAT). On account of that the various allotments required to be made by the Company pursuant to the scheme approved by the Hon'ble High Court of Madras is kept in share capital suspense. The Company has filed an appeal in the High Court of Madras and also contemplating to file in Securities Appellate Tribunal (SAT), Mumbai. 


 
 Meanwhile the company has obtained the permission from Registrar of Companies, Chennai for extension of 30th Annual General Meeting till 30.12.2006 to effect the restructuring scheme fully as per the order of High Court of Madras. 

 

 

Financial Performance


 
 During the year the company made a turnover of Rs.252.800 millions  as against Rs.648.600 millions in the previous year. The Profit before Interest, Depreciation and Taxation for the year ended 31st March 2006 was Rs.8.33 Crores against the previous year figure of Rs.27.23 Crores. 

 

 

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT: 


 
 Overview: 
 
 The financial statements have been prepared in compliance with the requirements of the Companies Act, 1956. The discussion and analysis of the Group's financial condition and results of operations are based upon the Group's Audited Consolidated Financial Statements, which have been prepared in accordance with the accounting standards pronounced by the institute of Chartered Accountants of India


 
 The management of PentaMedia accepts responsibility for the integrity and objectivity of these financial statements as well as for various estimates and judgments used therein. In addition to the historical information contained herein, the following discussion includes forward-looking statements which involve risks and uncertainties, including, but not limited to, risks inherent in the Company's growth strategy, dependence on certain clients, dependence on availability of qualified technical consultants and other factors discussed in this report. 


 
 Industry & Market Overview: 


 
 Indian Animation Industry Expected to Reach USD 950 Million by 2009: 


 
 The market size of the global animation industry (from the demand perspective) was estimated at USD 55 billion in 2005. The industry is expected to witness a CAGR of eight percent and is estimated to be USD 75 billion by 2009. Of the total animation market, approximately 40-45 percent goes towards the cost of development. Based on this, the global animation market (from the developers' perspective) was estimated at USD 25 billion in 2005, and is expected to increase to USD 35 billion by 2009. The size of the Indian animation market (from the developers' perspective) was estimated at USD 285 million in 2005. It is expected to witness a CAGR of 35 percent from 2005-2009 and increase to USD 950 million by 2009. Currently, activities at the production stage form a major portion of outsourcing, with post-production accounting for a small share. The share of post-production activities is expected to increase in future. The entertainment sector contributes as much as 68 percent of the total Indian animation market (from the developers' perspective). In entertainment, the share of fully animated movies is expected to increase significantly, from 15 percent in 2005 to 28 percent by 2009. 


 
 Indian Gaming Industry Expected to Reach USD 300 Million by 2009: 


 
 Introduction of newer technologies and platforms has facilitated the growth of the worldwide gaming industry. The global gaming market (from the demand perspective) was estimated at USD 19 billion in 2005, and is expected to increase to USD 36 billion by 2009, representing a CAGR of 17 percent for the period 2005-2009. Developers cost account for around 25-30 percent of revenues. Therefore, the worldwide gaming market (from the developers' perspective) was estimated at USD 5.8 billion in 2005 and is expected to increase to USD 11 billion by 2009.The market for gaming development in India was estimated at USD 30 million in 2005. It is expected to witness a CAGR of 78 percent and reach USD 300 million by 2009. Mobile gaming will dominate the market with its share in the total Indian gaming market (from the developers' perspective) expected to increase from 53 percent in 2005 to 68 percent by 2009. Key services currently outsourced in gaming include production and testing activities. In animation and as well as in gaming, a number of Indian companies are changing their business model and are moving from an outsourcing to a co-production model. 


 
 Focus on Developing Talent Pool and Leveraging Cost Competitiveness: 


 India already offers a significant cost advantage in animation and game development, as compared to other outsourcing destinations such as Taiwan and South Korea. A key factor restricting the growth of animation and gaming in India is the scarcity of skilled professionals. Increased focus on the needs of the segment by key stakeholders can help address these areas and lead to significant growth. Suggested initiatives include increasing the level of interaction between the industry and existing institutes to develop a comprehensive training module can result in bridging the demand-supply gap of skilled professionals. Industry support in the form of funding, and enabling environment for domestic market development can further grow the opportunity. 

 

 

Cost comparison on animation programme: 


 Cost of animation production in India is the lowest compared to other destinations like Canada, Korea, Taiwan and Philippines as seen in the table.

  
 

 


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                  None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.40.54

UK Pound

1

Rs.82.02

Euro

1

Rs.55.31

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

7

PAID-UP CAPITAL

1~10

3

OPERATING SCALE

1~10

3

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

4

--PROFITABILIRY

1~10

2

--LIQUIDITY

1~10

3

--LEVERAGE

1~10

3

--RESERVES

1~10

3

--CREDIT LINES

1~10

3

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

31

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 


 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

NR

In view of the lack of information, we have no basis upon which to recommend credit dealings

No Rating

 

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions