MIRA INFORM REPORT

 

 

Report Date :

14.05.2012

 

IDENTIFICATION DETAILS

 

Name :

PRIME FOCUS LIMITED

 

 

Registered Office :

2nd Floor, Building – H, Main Frame IT Park, Royal  Palms, Near Aarey Colony, Goregaon – (East), Mumbai- 400065, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2011

 

 

Date of Incorporation :

24.06.1997

 

 

Com. Reg. No.:

11-108981

 

 

Capital Investment / Paid-up Capital :

Rs. 138.867 Millions

 

 

CIN No.:

[Company Identification No.]

L92100MH1997PLC108981

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMP09864B

 

 

PAN No.:

[Permanent Account No.]

AACP6811B

 

 

Legal Form :

A Public Limited Liability company. The company’s Share are Listed on the Stock Exchange.

 

 

Line of Business :

Providing Digital and post Production Services

 

 

No. of Employees :

3500 (Approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (48)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

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

Satisfactory

 

Maximum Credit Limit :

USD 12000000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Usually correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is an established company having satisfactory track. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitment.

 

The company can be considered normal for business dealings at usual trade terms and conditions.

 

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

ECGC Country Risk Classification List – September 30, 2011

 

Country Name

Previous Rating

(30.06.2011)

Current Rating

(30.09.2011)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

 

 

 


 

LOCATIONS

 

Registered Office :

2nd Floor, Building – H, Main Frame IT Park, Royal  Palms, Near Aarey Colony, Goregaon – (East), Mumbai- 400065, Maharashtra, India

Tel. No.:

91-22-42095000

Fax No.:

91-22-42095001

E-Mail :

Nishant.fadia@primefocusworld.com

Website :

http://www.primefocusworld.com

 

 

DIRECTORS

 

As on 13.04.2012

 

Name :

Mr. Naresh Malhotra

Designation :

Chairman&Whole-time Director

 

 

Name :

Mr. Namit Malhotra

Designation :

Managing Director

 

 

Name :

Mr. Rakesh Jhunjhunwala

Designation :

Non Executive Director

 

 

Name :

Mr. Chandir Gidwani

Designation :

Non Executive Director

 

 

Name :

Mr. Kodi Raghavan Srinivasan

Designation :

Independent and Non Executive Director

 

 

Name :

Mr. Rivkaran Chadha

Designation :

Independent and Non Executive Director

 

 

Name :

Mr. Padmanabha Gopal Aiyar

Designation :

Independent and Non Executive Director

 

 

Name :

Mr. Hariharan Padmanabhan

Designation :

Independent and Non Executive Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Navin Agarwal

Designation :

Company Secretary

 

 

Name :

Mr. Ramki Sankaranarayanan

Designation :

Chief Executive Officer

 

 

Name :

Mr. Nishant Fadia

Designation :

Chief Executive Officer

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 13.04.2012

 

Category of Shareholders

No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

http://www.bseindia.com/images/clear.gif(1) Indian

 

 

http://www.bseindia.com/images/clear.gifIndividuals / Hindu Undivided Family

75787712

50.91

http://www.bseindia.com/images/clear.gifBodies Corporate

-

 

http://www.bseindia.com/images/clear.gifSub Total

75787712

50.91

http://www.bseindia.com/images/clear.gif(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

75787712

5091.

(B) Public Shareholding

 

 

http://www.bseindia.com/images/clear.gif(1) Institutions

 

 

http://www.bseindia.com/images/clear.gifMutual Funds / UTI

1392539

0.94

http://www.bseindia.com/images/clear.gifInsurance Companies

64000

0.04

http://www.bseindia.com/images/clear.gifForeign Institutional Investors

12306692

8.27

http://www.bseindia.com/images/clear.gifSub Total

13763231

9.25

http://www.bseindia.com/images/clear.gif(2) Non-Institutions

 

 

http://www.bseindia.com/images/clear.gifBodies Corporate

24371179

16.37

http://www.bseindia.com/images/clear.gifIndividuals

 

 

http://www.bseindia.com/images/clear.gifIndividual shareholders holding nominal share capital up to Rs.0.100 Million

14174399

9.52

http://www.bseindia.com/images/clear.gifIndividual shareholders holding nominal share capital in excess of Rs.0.100 Million

16263391

10.92

http://www.bseindia.com/images/clear.gifAny Others (Specify)

 

 

http://www.bseindia.com/images/clear.gifClearing Members

2.801017

1.88

http://www.bseindia.com/images/clear.gifNon Resident Indians

1696517

1.14

http://www.bseindia.com/images/clear.gifTrusts

10000

0.01

http://www.bseindia.com/images/clear.gifSub Total

59316503

39.85

Total Public shareholding (B)

73079734

49.09

Total (A)+(B)

148867446

100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

-

-

http://www.bseindia.com/images/clear.gif(1) Promoter and Promoter Group

-

-

http://www.bseindia.com/images/clear.gif(2) Public

-

-

http://www.bseindia.com/images/clear.gifSub Total

-

-

Total (A)+(B)+(C)

148867446

-

 

 

BUSINESS DETAILS

 

Line of Business :

Providing Digital and post Production Services

 

 

Product:

Digital and post Production Services

 

 

GENERAL INFORMATION

 

No. of Employees :

3500 (Approximately)

 

 

Bankers :

·         Yes Bank Limited

·         ICICI Bank Limited

·         Ratnakar Bank Limited

·         IDBI Bank Limited

·         Kotak Mahindra Bank Limited

 

 

Facilities :

 

(Rs. in Millions)

Secured Loan

As on

31.03.2011

 

As on

31.03.2010

 

Term Loans

(Amount repayable within one year  Rs. 260.254 Millions (Previous year Rs. 214.085 Millions

508.702

620.905

Buyers Credit

(Amount repayable within one year Rs.  130.352 Millions (Previous year Rs. 264.737 Millions

313.677

443.312

Cash Credit/Over Draft

115.869

191.264

Short Term Demand Loan

250.000

250.000

Loans from Others

 

 

Vehicle Finance

(Amount repayable within one year Rs. 4.545, Millions (Previous year Rs.  4.733 Millions

8.419

13.235

Total

1196.667

1518.716

Unsecured Loan

As on

31.03.2011

 

As on

31.03.2010

 

Zero Coupon Foreign Currency Convertible Bonds

2162.697

2162.697

Total

2162.697

2162.697

 

 

 

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

MZS and Associates

Chartered Accountants

Subsidiaries :

·         Prime Focus London Plc.

·         Prime Focus International Limited (formerly known as Prime Focus Investments Limited)

·         Prime Focus Technologies Private Limited

·         Flow Post Solutions Private Limited

·         GVS Software Private Limited

·         Prime Focus Motion Pictures Limited

 

 

Enterprises owned or significantly influenced by Key Management Personnel or their relatives:

·         Blooming Bud Coaching Private Limited

·         N2M Reality Private Limited

 

 

CAPITAL STRUCTURE

 

As on 30.09.2011

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

200000000

Equity Shares

Rs.1/- each

Rs. 200.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

148867446

Equity Shares

Rs.1/- each

Rs. 148.867 Millions

 

 

 

 

 

 

As on 31.03.2011

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

200000000

Equity Shares

Rs.1/- each

Rs. 200.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

138867446

Equity Shares

Rs.1/- each

Rs. 138.867 Millions

 

 

 

 

 

Note: Of the above: i. 36,000,000 Equity Shares of Rs. 1/- each (Previous year 3,600,000 Equity Shares of Rs.  10/- each) each were allotted as fully paid up pursuant to scheme of arrangement for consideration other than cash.

 

ii. 40,000,000 Equity Shares of Rs. 1/- each (Previous year 4,000,000 Equity Shares of Rs. 10/- each) were allotted as fully paid up bonus shares by capitalisation of Reserves.

 

 

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2011

31.03.2010

31.03.2009

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

138.867

128.226

128.226

2] Share Warrant

138.695

0.000

0.000

3] Reserves & Surplus

2885.598

1990.951

1863.685

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

3163.160

2119.177

1991.911

LOAN FUNDS

 

 

 

1] Secured Loans

1196.667

1518.716

1622.940

2] Unsecured Loans

2162.697

2162.697

2162.697

TOTAL BORROWING

3359.364

3681.413

3785.637

DEFERRED TAX LIABILITIES

187.303

164.522

161.919

 

 

 

 

TOTAL

6709.827

5695.112

5939.467

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

2226.413

1407.086

1618.893

Capital work-in-progress

52.366

600.694

444.256

 

 

 

 

INVESTMENT

 

 

 

DEFERREX TAX ASSETS

2302.297

2302.272

2307.269

 

0.000

0.000

0.000

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

0.000

0.000

0.000

 

Sundry Debtors

1073.179

677.701

524.266

 

Cash & Bank Balances

110.206

151.805

470.805

 

Other Current Assets

56.315

62.187

0.000

 

Loans & Advances

1122.347

888.986

748.978

Total Current Assets

2362.047

1780.679

1744.049

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

164.852

94.339

63.217

 

Other Current Liabilities

65.741

29.781

110.559

 

Provisions

2.703

1.499

1.225

Total Current Liabilities

233.296

125.619

175.001

Net Current Assets

2128.751

1655.060

1569.049

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

6709.827

5965.112

5939.467

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2011

31.03.2010

31.03.2009

 

SALES

 

 

 

 

 

Income

1355.058

952.726

910.953

 

 

Other Income

48.163

50.428

117.485

 

 

TOTAL                                     (A)

1403.221

1003.154

1028.438

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Operating Costs

804.781

494.902

515.084

 

 

TOTAL                                     (B)

804.781

494.902

515.084

 

 

 

 

 

Less

PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B)      (C)

598.440

508.252

513.354

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

138.615

123.560

140.929

 

 

 

 

 

 

PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D)                                       (E)

459.825

384.692

372.425

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

239.510

193.497

182.001

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

220.315

191.195

190.424

 

 

 

 

 

Less

TAX                                                                  (H)

22.780

63.929

56.959

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

197.535

127.266

133.465

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

1012.692

885.426

751.961

 

 

 

 

 

 

BALANCE CARRIED TO THE B/S

1210.227

1012.692

885.426

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Technical Services Receipts

279.377

47.932

47.024

 

 

Interest Received

0.006

0.549

4.831

 

TOTAL EARNINGS

279.383

48.481

51.855

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Capital Goods

205.955

322.731

NA

 

TOTAL IMPORTS

205.955

528.686

NA

 

 

 

 

 

 

Earnings Per Share (Rs.)

 

 

 

 

Basic

1.49

0.99

10.48

 

Diluted

1.26

0.89

9.33

 


QUARTERLY

 

PARTICULARS

 

30.06.2011

1st Quarter

30.09.2011

2nd Quarter

31.12.2011

3rd Quarter

Type

Unaudited

Unaudited

Unaudited

Net Sales

359.110

410.210

469.240

Total Expenditure

269.090

298.520

338.360

PBIDT (Excl OI)

90.020

111.690

130.880

Other Income

16.980

84.630

61.780

Operating Profit

107.000

196.320

192.660

Interest

36.200

41.400

48.630

Exceptional Items

0.000

0.000

0.000

PBDT

70.800

154.920

144.030

Depreciation

69.1200

70.620

67.930

Profit Before Tax

1.680

84.300

76.100

Tax

(3.750)

20.530

26.740

Provisions and contingencies

0.000

0.000

0.000

Profit After Tax

5.430

63.760

49.350

Extraordinary Items

0.000

0.000

0.000

Prior Period Expenses

0.000

0.000

0.000

Other Adjustments

0.000

0.000

0.000

Net Profit

5.430

63.760

49.350

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2011

31.03.2010

31.03.2009

PAT / Total Income

(%)

14.08

12.68

12.98

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

14.58

20.07

20.90

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

9.33

10.74

10.92

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.07

0.09

0.10

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.07

0.06

0.09

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

10.12

14.18

9.97

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Check List by Info Agents

Available in Report (Yes / No)

1) Year of Establishment

Yes

2) Locality of the firm

Yes

3) Constitutions of the firm

Yes

4) Premises details

No

5) Type of Business

Yes

6) Line of Business

Yes

7) Promoter’s background

Yes

8) No. of employees

Yes

9) Name of person contacted

No

10) Designation of contact person

No

11) Turnover of firm for last three years

Yes

12) Profitability for last three years

Yes

13) Reasons for variation <> 20%

--

14) Estimation for coming financial year

No

15) Capital in the business

Yes

16) Details of sister concerns

Yes

17) Major suppliers

No

18) Major customers

No

19) Payments terms

No

20) Export / Import details (if applicable)

No

21) Market information

--

22) Litigations that the firm / promoter

--

23) Banking Details

Yes

24) Banking facility details

Yes

25) Conduct of the banking account

--

26) Buyer visit details

--

27) Financials, if provided

Yes

28) Incorporation details, if applicable

Yes

29) Last accounts filed at ROC

Yes

30) Major Shareholders, if available

No

 

 

OPERATIONS REVIEW:

 

Total Income of The Company for the year increased to Rs. 1403.221 Millions from Rs. 1003.154 Millions in the previous year and witnessed 39.88% growth. Profit before Tax, Depreciation and Interest (PBDIT) amounted to Rs. 598.440 Millions which is higher by 17.74 % in comparison to previous year. Net Profit after Tax is at Rs. 197.535 Millions as against Rs. 127.266 Millions in previous year.

 

On consolidated basis, total income of The Company and its subsidiary stands at Rs. 5179.357 Millions. Total Income has increased by 12.21% over previous financial year. Profit before Tax, Depreciation and Interest (PBDIT) was Rs. 1750.565 Millions which is higher by 52.63% in comparison to previous year amount of Rs. 1146.935 Millions. Profit after Tax (PAT) increased by 123.87% during the year and stands at Rs. 881.881 Millions.

 

CAPITAL

 

During the year, the authorised share capital of the Company was increased from Rs. 150.000 Millions to Rs. 200.000 Millions to enable the Company to meet the additional capital requirements.

 

During the year, the Company has allotted 10,641,566 Equity Shares of face value of Re. 1/- each to Qualified Institutional Buyers under QIP as per Chapter VI of the SEBI Regulations at a price of Rs. 68.58 per Equity Share (Including a premium of Rs. 67.58 per Equity Share), aggregating to Rs. 729.798 Millions on November 10, 2010. The amount was raised with object to augment long term working capital requirements of the Company in view of the expected growth in the Company’s business, prepay / repay debt, expand and to upgrade existing facilities, strengthen the financial position of our Company, fund other strategic initiatives and/or for other general    corporate purposes.

 

The Company has allotted 1,000,000 warrants convertible into Equity Shares on October 15, 2010 to Mr. Namit Malhotra, a member of the Promoters and Promoter Group carrying an option/ entitlement to subscribe to equivalent number of Equity Shares on a future date not exceeding 18 months from the date of allotment of such warrants. Each warrant shall be convertible into one equity share of nominal value of Rs. 10/- each at a price not less than the minimum price determined in accordance with the provision of Chapter VI of SEBI (ICDR) Regulations.

 

To augment and improve liquidity of Company’s equity share and enhance shareholder’s value, Company’s equity share of Rs. 10/- each fully paid up was subdivided into 10 equity shares of Rs.1 fully paid up. The record date fixed for the purpose of sub division of equity shares of the company was November 1, 2010.

 

The Company had issued FCCB of USD 55 mn on December 12, 2007 and during the year, no bonds have been converted into equity shares of the Company.

 

FINANCIAL PERFORMANCE

 

The total income of the Company increased to Rs. 5179.360 million compared to Rs. 4615.720 million in the previous year, a rise of 12.21%. EBIDTA improved from Rs. 1146.930 million in the previous year to Rs. 1750.560 million in the current year, registering a growth of 52.63%. The Profit before Tax for the current year stood at Rs. 941.940 million against Rs. 502.720 million in the previous year, indicating a rise of 87.37%. The Profit after Tax (before minority interest) increase to Rs. 881.880 million from Rs. 393.930 million in the previous year, an increase of 123.87%.

 

Awards and Achievements:

 

During the year, the Company has received several awards.

Some prominent awards received are as follows:

          CGTantra Community Awards 2011 for Best VFX in Commercial for Zen Estilo ad.

          Apsara Awards 2011 for Best Visual Effects for ‘Guzaarish’

          EME Awards 2011 for Best Film Content ‘Guzaarish’

          EME Awards 2011 for the Best TV Content for Indigo Airlines ‘On-Time’ advert.

          Award of Excellence at ASIFA IAD 2010 for ‘Raavan‘

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

Economic Overview

 

In its twice-yearly world economic outlook published in April 2011, the International Monetary Fund (IMF) has confirmed that the global economic recovery is proceeding steadily. It has estimated GDP growth at 4.4% for the current year and has projected a 4.5% growth in the next year.

 

While the US GDP grew at 3.1% in 2010, the euro zone continued to struggle with a growth of about 1% in GDP. The situation in the UK remained grim, considering that in February 2010, the authorities revised the GDP growth numbers to 1.7% from 1.8% for the current year, and from 2.3% to 2.2% for the year 2012. In the first quarter of 2011, the GDP actually contracted by 0.5%, largely due to a massive cut in spending, subdued wages and squeezed household budgets.

 

Emerging markets, especially those in India and China, continued their growth momentum, with 8.8% and 10% GDP growth respectively. In India, the economy is fast moving forward on the back of impressive growth in consumption, rise in salary-levels, rapid urbanisation and overall growth in the manufacturing and service sectors. Inflation does continue to remain a worry and concern, with the government raising interest rates to rein in growing inflation.

 

Industry Overview

 

After being impacted adversely by the global downturn in economy in 2008 and 2009, the global entertainment and media (EandM) industry has entered a positive growth phase in 2010, according to the Global Entertainment and Media Outlook: 2010-14 report by Price Waterhouse Coopers (PWC). This report estimates the global EandM spending grew by 4.6% in the year 2010. Over the next five years, the E and M spending is estimated to rise to USD 1.9 trillion in 2015, growing at a Compounded Annual Growth Rate (CAGR) of 5.7%.

 

R egion-wise, the US continued to be the single-largest market at US$ 726 million in 2010 and is growing at a CAGR of 5.6%. Europe and Middle East combined are the second-largest market with a size of US$ 580 million and CAGR of 6.1%. Asia-Pacific is the fastest growing market with a size of US$ 425 million and CAGR of 9.2%, led by explosive growths in China and India.

 

Sector-wise, Television Distribution is the largest segment at US$ 230 billion with a CAGR of 8.3%, closely followed by Television Network (Broadcast and Cable) growing at a CAGR of 6.6%. The Film Entertainment segment is US$ 104 billion and expected to grow at CAGR of 5.3%. The highest growth is expected to come from the Video Gaming segment at 11.4% CAGR and which is worth US$ 46.0 billion in 2010.  The music segment is pegged to grow at 5.2% CAGR with an estimated size of US$ 47.9 billion in 2010.

 

The year also saw some clear trends emerging in the industry:

 

2010 marks the first time in history that 5 out of the top 10 and only the 5th time that 2 out of the top 5 highest grossing films were animation films. Toy Story 3 grossed over US$ 1 billion. In fact, TOY STORY 3 is the highest

grossing animated film ever and the first animated film to have grossed US$ 1 billion. With Harry Potter and the Deathly Hallows Part I, Inception, Shrek Forever After and The Twilight Saga – Eclipse also in the top 10, animation and VFX is now big business.

 

Digital technology continues to increase its dominance across all segments of the industry. Unprecedented changes in technology and consumer behaviour are making the industry more fragmented and diverse. As 3D invades more and more of Their daily lives through 3D televisions and 3D games with motion sensors, there is a

growing readiness to pay for content driven by improved customer experience and convenience.

 

As 3D invades more and more of Their daily lives through 3D televisions and 3D games with motion sensors, there is a growing readiness to pay for content driven by improved customer experience and convenience.

 

The Indian Market

 

After a lacklustre 2009, the year 2010 was one filled with growth and dynamism for the industry. The industry registered a healthy growth of 11% over 2009 and touched INR 652 billion. This trend is expected to continue in 2011 when the industry is estimated to grow by 13%. This interesting year also saw an influx of new content distribution platforms, as well as growth in regional markets. There was a marked resurgence in advertising spends and DTH subscribers touched grew to almost 28 million by the end of 2010, a tremendous growth. Digitisation continued to be a key driver of growth, with greater adoption of digital prints by the film studios. With the rollout of 3G and new devices like tablets, new media comprising of gaming, digital advertising and animation and VFX are growing much faster. Animation and VFX stands apart insofar as growth opportunities are concerned, with a huge potential for growth in film-restoration and 2D-3D conversion.

 

As per FICCI -KPMG report 2011, film was the only segment of the industry that did not grow in 2010. The dismal

performance of 2009 continued in 2010, with size shrinking to INR 83 billion from INR 89 billion in the previous year, a decline of 6.7%. As in 2009, the prime reason for this decline was lack of availability of good quality content.

 

2010 also saw unprecedented growth in the DTH platform. The net subscriber base increased by over 75% as compared to 2009 and 12 million new subscribers were added, making the total number of subscribers 28 million at the end of 2010. The Television segment grew by 15.5% in 2010, and is expected to touch INR 630 million by 2015, making it half the industry size and the second largest segment.

 

Indian Animation and VFX

 

The Indian animation and VFX segment grew at 17.5% in 2010 over 2009 to reach INR 26.6 million. The growth was led by VFX and post production, which grew at 42% and 17%, while animation grew at 10%.

 

Even though seven animated movies were being made in 2010, only three (Toonpur Ka Superhero, Luv-Kush – The Warrior Twin and Ramayana – The Epic) were eventually released in the theatres, where they received lukewarm success. A primary reason for this is lack of distribution partners. On the other hand, globally, it was a year of super success for animated films. Two out of the top five and five out of the top ten highest grossing films were animated films. Toy Story 3 grossed over US$ 1 billion.

 

The quantum of work in the animation segment continued to be dominated by TV, which accounted for 60% of all

work done in animation. Direct to DVD and Movies for theatres accounted for 20% each of the total quantum of

work in this segment.

 

The VFX segment continued to play an ever-increasing role in movies world-wide. Of the top ten highest grossing movies of 2010, Iron Man2, Inception, TRON: Legacy and Clash of the Titans all heavily used VFX. In 2009, nine of the top ten highest grossing movies relied heavily on VFX. In the Indianfilm industry too, the demand for VFX is growing as Indian film-makers explore newer genres like sci-fi and mythology.

 

BUSINESS OVERVIEW

 

Prime Focus Limited (Prime Focus) is a leading visual entertainment services company in Asia, and the largest in India. The company started in 1997 in Mumbai as a post production house. Today, with a pan-India presence in Mumbai, Delhi, Chennai, Bangalore, Hyderabad and Chandigarh, the company has transformed itself into a onestop shop providing Creative and Technical services for the film, broadcast, commercials, music, gaming and media industries. It is part of the global Prime Focus group which has offices in major markets like London, New York, Los Angeles and Vancouver. The company works with marquee clients that include the biggest names in the industry: Warner Bros, Universal, Paramount, 20th Century Fox, James Cameron, Ogilvy, JWT, BBC, Saatchi and Saatchi, Yash Raj Films, Dharma Productions, Red Chillies Entertainment and many more.

 

The company continues its aggressive foray into the Indian media and entertainment space with a combined focus on building its resources and introducing cutting edge new products. The company provides a unique ‘multi-local’ advantage to its customers via the use of its Global Digital PipelineTM. The company offers a full range of products and services, thereby reducing the need for multiple vendors and resulting in higher efficiencies of scope, scale and size for its customers.

 

The company has also launched SPF Worldversioningtm, a service that enables smooth and seamless roll out of global and regional marketing campaigns. The company has partnered with SCHAWK! – the world’s largest print supplier - to deliver Clear CPMTM, a total campaign management tool. SPF Worldversioningtm brings the synergies of the global footprint of both companies together, enabling tailormade control and coordination to suit clients/agencies’ specific requirements.

 

AWARDS WON DURING THE YEAR

·         ‘Best Special Effects’ for ‘Guzaarish’ at 2011 Apsara Awards

·         EME Award for ‘VFX for the Best Film Content’ for ‘Guzaarish’

·         ‘Award of Excellence’ at ASIFA IAD 2010 for ‘ Raavan’

·         EME Award for ‘VFX for the Best TV Content’ for ‘On- Time’ (IndiGo Airlines)

·         Gold Award in ‘Filmcraft (Special Effects)’ at Goafest2011 - ‘On-Time’ (IndiGo Airlines)

·         CLEAR™ awarded ‘BEST OF IBC 2010’ at theInternational Broadcasting Convention in Amsterdamin September 2010

 

OUTLOOK

 

There is a lot to look forward to in the forthcoming year. With the industry estimated to grow at a CAGR of 14% and reach a size of INR 1275 billion, all segments of the industry are positively placed for sustained growth. Prime

Focus is well-poised and positioned to ride this wave of growth and expansion of opportunities.

 

The new media, comprising of gaming, digital advertising, and Animation and VFX, are set to dominate growth in the industry, with CAGR of 31%,28% and 19% respectively till 2015. Another strong emerging area of growth is in

the 3D segment. Movies like Avatar have been gamechangers and with advances in technology (both hardware and software), 3D is set to permeate beyond the theatrical experience to homes and gaming by way of 3D televisions and 3D gaming. Services like restoration archiving are also expected to take off and grow substantially.

 

Prime Focus is the largest Visual Entertainment Services player in India and a leading player in Asia. With a geographic presence across three continents and a unique global network of integrated studios located in all the major markets in the world, Prime Focus offers its spectrum of services in 4 timezones on a 24/7 basis. Prime Focus has a range of creative and technical products and services that are aimed at all value points and functions in the industry. From content creation to conservation and from crafting to circulation, it has products like SPF Worldversioningtm, Clear tm   and View-DTM that deliver compulsive time and cost advantages for customers.

 

The future outlook for the company is bright and optimistic and the company expects to take full advantage of its unique competencies, capabilities and capacities to further strengthen its position as a leading player.

 

CONTINGENT LIABILITIES

 

Particular

31.03.2011

On account of undertakings given by the Company in favour of Customs authorities at the time of import of capital goods under EPCG Scheme. The Company is confident of meeting its future obligations on such undertakings in the normal course of business.

693.529

On account of undertaking given on future probable obligation on behalf of subsidiary company in the course of acquisitions made.

60.966

Matters pending with Tax Authorities (Block Assessment). Company has been advised that it has a valid case based on similar decided matters.

0.112

Matters pending with Tax Authorities towards addition made by the tax authorities for the AY 2007-08. Company has gone for an appeal to CIT (Appeals) and has made full payment of demand under protest.

5.271

Guarantee for Lease taken by step – down subsidiary

44.631 (USD 1,000,000)

Premium on conversion of FCB

598.162

 

 

FIXED ASSETS

 

·         Tangible Assets

 

·         Building

·         Plant and Machinery

·         Furniture and Fixtures

·         Office Equipments

·         Vehicles

 

·         Intangible Assets

 

·         Goodwill

·         Right

·         Software

 


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.53.64

UK Pound

1

Rs.86.42

Euro

1

Rs.69.28

 

 

INFORMATION DETAILS

 

Report Prepared by :

KVT


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

5

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

5

--PROFITABILIRY

1~10

6

--LIQUIDITY

1~10

5

--LEVERAGE

1~10

5

--RESERVES

1~10

6

--CREDIT LINES

1~10

5

--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

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

48

 

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

Capability to overcome financial difficulties seems comparatively below average.

 

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

-

NB

                                       New Business

-

 

 

 

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

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.