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Directors Report of G V Films Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 26th Annual Report together with Audited Statement of Accounts for the year ended 31th March, 2015.

1. FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company for the year ended 31.03.2015 as compared with the previous year are as follows:

Rs,In Lacs

PARTICULARS For the year ended For the year ended 31.03.2015 31.03.2014

Net Turn Over 602.41 562.16

Profit before Interest, Depreciation & Tax (375.58) (436.14) Less: Finance costs 40.39 39.88

Profit/(Loss) before Depreciation & Tax (415.97) (476.02)

Less: Depreciation & Amortization expenses 14.02 11.53

Profit/(Loss) before Taxation (429.99) (487.55)

Less: Provision for Taxation

- Current Tax Nil Nil

- Deferred Tax Nil Nil

Profit/(Loss) after Tax (429.99) (487.55)

Balance brought forward (41 972.84) (41485.30)

Provision for Dividend and Dividend tax Nil Nil

Transfer from General Reserve Nil Nil

Balance carried forward to next year (42 402.83) (41 972.84)

Management of the Company under the direction of your Board of Directors continued to achieve the targets of cutting down the cost of operations.

2. PERFORMANCE REVIEW

During the year of operation, your Company has achieved a net turnover of Rs. 602.41 lacs, as against the previous year net turnover of Rs. 562.16 lacs. However the company has posted a net loss of Rs. 429.99 lacs as against loss of Rs. 487.55 lacs in the previous year.

The Net loss has been curtailed due to the reduction in overall expenses incurred by the Company during the year as compared to the previous year.

3. DIVIDEND

In view of the accumulated losses, your Directors regret their inability to declare any dividend.

4. SHARE CAPITAL

The paid up Equity Share capital of the Company has been reduced from Rs. 368.62 Cr to Rs. 36.86 Cr by way of reduction of the face value of the Equity Shares from Rs. 10/- per Equity Share to Rs. 1/- per Equity Share as approved by the Hon'ble Bombay High Court, Mumbai vide order dated 10th April, 2015.

5. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Audited Financial Statements of the Company have been prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India forms part of the Annual Report.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

To reflect the true and fair view of the state of affairs of the Company, the capital of the company has been reduced during the year by setting off the accumulated losses of the Company.

7. SUBSIDIARY COMPANY

In accordance with the proviso to sub section(3) of Section 129 of the Companies Act, 2013(Act), the salient features of the financial Statement of the subsidiary Company G V Studio City Limited are set out in the prescribed form A O C -1, which forms part of the Annual Report. The said financial statements shall also be kept for inspection of Members at the Registered Office of the Company. The Company will provide, free of cost, a copy of the financial Statement in respect of its subsidiary to any Member of the Company upon receipt of a request for the same.

8. BUSINESS OUTLOOK OF THE SUBSIDIARY

The Company's wholly owned subsidiary Company GV Studio City Limited is into the business of providing the blends of Miniplex and food court, leisure and entertainment experience at the affordable prices.

9. DIRECTORS

During the year, pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (the "Act") and the Articles of Association of the Company, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration committee appointed Mrs. Usha Sandeep as an Additional Director on 31.03.2015. Subsequently she resigned from the Board and Dr. Ishari K Ganesh, Mrs. Arthi K. Ganesh and Mrs. Deepthi Chunduru were appointed as Additional Directors of the Company on 28.11.2015. They shall hold office upto the date of the ensuing Annual General Meeting.

A Notice along with requisite deposit has been received from a member proposing the candidature of Ms. Deepthi Chunduru, Dr. Ishari K Ganesh and Mrs. Arthi K. Ganesh as a director of the Company

Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Mahadevan Ganesh and Mr. Sudhhakar Mallappa Shetty retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers themselves for reappointment.

The Board recommends the aforesaid appointment/ re appointment of the Directors. Brief profile of the respective Directors is annexed to the Notice convening the ensuing Annual General Meeting.

10. KEY MANAGERIAL PERSONNEL

Mr. Balakumar Vethagiri Giri (M.V. Balagiri) was appointed as Managing Director of the Company for a period of 5 years commencing from 29.01.2010 upto 28.01.2015. The Board of Directors of the company at their meeting held on 14.11.2014 appointed Mr. Balakumar Vethagiri Giri as Managing Director of the Company for period of 5 years commencing from 29.01.2015 in accordance with the provisions of Sections 196,197,203 and other applicable provision, if any of the Companies Act 2013 (the "Act") and Companies (Appointment) and Remuneration of Managerial Personnel) Rules, 2014 including (statutory modification(s) or re-enactment thereof for the time being in force) read with schedule V of the Act and the Articles of Association of the Company and subject to the approval of the members of the company.

The details of the appointment are elaborated in the Notice of the Annual General Meeting.

CFO/CS

The Company has appointed Mr. Viswanathan Sridhar as Company Secretary and Mr. Suresh Amin as CFO with effect from September 27, 2014 and they continue as Company Secretary and CFO as on date.

11. FINANCIAL STATEMENTS

The Financial Statements and other documents for the financial year, 2014-15 have been prepared in accordance with the relevant provisions/ Schedules/Rules of the Companies Act, 2013.

12. AUDIT OBSERVATIONS

The observations and comments given in the Auditors' Report read together with notes to accounts are self-explanatory and do not call for any further information and explanation under Section 134(3)(f) of the Companies Act, 2013.

13. AUDITORS AND AUDITORS REPORT

M/S R. Ravindran & Associates, Chartered Accountants, the Statutory Auditors of the Company shall vacate office at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act. The Board of Directors recommends their re-appointment as Statutory Auditors.

14. ENVIRONMENTAL PROTECTION & POLLUTION CONTROL

Your Company regards preservation of the environment as one of its primary social responsibilities. Accordingly, the Company places great emphasis on compliance with pollution control norms.

15. DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 for the year ended 31st March 2015.

16. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013

Your Company recognizes its responsibility and continues to provide a safe working environment for women free from sexual harassment and discrimination.

Pursuant to Section 22 of the sexual Harassment of women at Workplace(Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the internal committee constituted under the said Act has confirmed that no Complaint / case has been filed / pending with the company during the year.

17. STATUTORY COMPLIANCES

Your Company has complied with all the rules and regulations which are stipulated on the corporate sectors time to time by various Statutory Authorities.

18. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis is appended herewith and forms a part of Directors' Report

19. CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the certificate of the Auditors, confirming compliance of the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges is annexed.

20. BOARD COMMITTEES

During the period under review, the Board of Directors have reconstituted and renamed all the committees to comply the provisions of the companies act, 2013 and Listing Agreement. Accordingly the company has now Audit Committee, Stakeholder Relationship & Grievance committee and Nomination & Remuneration Committee. All the members of these committees are independent & non executives. The details of members of these Committees stated in Corporate Governance Report annexed to this Annual Report separately.

21. SECRETARIAL AUDIT REPORT

The Secretarial Auditor have issued the Secretarial Audit report for the financial year 2014-15 pursuant to Section 204 of the Companies Act, 2013 which is annexed to Directors Report (Refer Annexure B). The Secretarial Audit report for the year under review does not contain any qualification, reservation or adverse remarks.

22. INTERNAL CONTROL SYSTEMS

The internal Control System is an essential element of the Corporate Governance and plays key role in identifying, minimizing and managing risks that are significant for the Company, contributing to the safeguarding of stakeholders investments and the Company's assets.

The Company has an adequate system of internal controls commensurate with its size and nature of operations to provide reasonable assurance that all assets are safeguarded, transactions are authorized, recorded and reported properly and applicable statues, codes of conducts and corporate policies are duly complied with.

The Audit Committee reviews the reports submitted by the Internal Auditors and monitors follow-up and corrective action by Management.

23. BOARD EVALUATION

Annual Performance Evaluation of the Board and its Committees were carried out as per recommendation of Nomination and Remuneration Committee. Due importance was given on various aspects like conduct of meetings, disclosure, corporate governance etc.

24. RELATED PARTY TRANSACTION

There were no Related Party Transaction during the year under review.

25. CODE OF CONDUCT

The Code of Conduct for Board of Directors and Senior Management Personnel of the Company is in place. All Board Members and Senior Management Personnel of the company have affirmed compliance with the code of conduct. A declaration to this effect is given by the Managing Director of the Company.

26. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year review, the Company had not given any loan and guarantee, made any investment or provided any security pursuant to provisions of the Companies Act, 2013.

27. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration policy on appointment and Remuneration of Directors, Key Managerial Personal and Senior Management Personal is annexed to this report as Annexure A.

28. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, extract of the Annual Return is annexed to this report as Annexure C.

STATUTORY DISCLOSURES

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO.

The company does not have any activity relating to Conservation of energy and technology absorption. However company has taken necessary steps for conservation of energy in its day to day energy consumption.

The company does not have any foreign exchange inflow and outgo during the year.

30. DIRECTORS' RESPONSIBILITY STATEMENT

a) Pursuant to Section 134(3)(c) of the Companies Act, 2013 your Directors submit that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any has been furnished;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March 2015 and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis; and

e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Explanation- For the purpose of this clause, the term "internal financial controls" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. PARTICULARS OF EMPLOYEES

There are no employees drawing Remuneration in excess of Rs. 5,00,000 per month and hence, no information is required to be appended to this report in this regard.

32. HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial Relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations and their commitment towards the growth of the Company.

33. ACKNOWLEDGEMENT

Your Directors express their sincere gratitude for the continued support and guidance received by the Company from the various State and Central Government Authorities and other regulatory agencies.

Your Directors would like to acknowledge the continued support and co-operation extended by Financial Institution, Banks, Government Departments, and valued customers and employees, who have contributed in the success of your Company.

For and on Behalf of the Board

Place : Mumbai Balakumar Vethagiri Giri

Date : 28 .11.2015 Managing Director


Mar 31, 2014

Dear members,

The Directors take pleasure in presenting 25th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

The highlights of the financial results of the company for the year ended 31.03.2014 as compared with the previous year are as follows:

(Rupees in lakhs)

PARTICULARS For the year ended For the year ended 31.03.2014 31.03.2013

Net Turn Over 562.16 550.86

Profit before Interest, Depreciation & Tax (436.14) (31 343.86)

Less: Finance costs 39.88 38.64

Profit/(Loss) before Depreciation & Tax (476.02) (31 382.50)

Less: Depreciation & Amortization expenses 11.53 15.93

Profit/(Loss) before Taxation (487.55) (31 398.43)

Less: Provision for Taxation

Wealth Tax

Deferred Tax Nil Nil

Profit/(Loss) after Tax (487.55) (31 398.43)

Balance brought forward (41 485.30) (10 086.87)

Provision for Dividend and Dividend tax Nil Nil

Transfer from General Reserve Nil Nil

Balance carried forward to next year (41 972.84) (41 485.30)

Management of the Company under the direction of your Board of Director continued to achieve the targets of cutting down the cost of operations and bettering the efficiency by using better alternated resources/means and methods of operation..

2. PERFORMANCE REVIEW

During the year of operation, your company has achieved a net turnover of Rs. 562.16 lacs, as against the previous year net turnover of Rs. 550.86 lacs. However the company has posted a net loss of Rs. 487.55 lacs. The main attributing reasons for the said loss were Provision for payment of interest on FCCBs and Exchange fluctuation loss due to notional value calculation of outstanding FCCBs amount.

3. DIVIDEND

Keeping in view of the accumulated losses, your Directors regret their inability to declare any dividend.

4. SUBSIDIARY COMPANY

The Company has GV Studio City Limited one Wholly owned subsidiary Company. GV Studio City Limited is into the business of providing the blends of miniplex and food court. The key value proposition is to provide leisure and entertainment experience at the affordable prices.

5. BOARD OF DIRECTORS

Mr. R. Gopalan, Mr. Vijay Kumar Jain and Mr. Nambirajan Ganapathy Yadav Directors of the company, resigned from the Board during the year due to their other commitments. The Board places on record its appreciation of the service rendered by Mr. R. Gopalan, Mr. Vijay Kumar Jain and Mr. Nambirajan Ganapathy Yadav during their tenure as Directors of the Company

In accordance with the provisions of the Companies Act, 1956, Mr.A,Venkatramani Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible for reappointment, but not considered for reappointment in view of the disqualification under Section 164 of the Company''s Act, 2013.

During the year Mr Sudhakar Mallapa Shetty has been inducted as Additional Director on the Board who shall hold office up to the date of the ensuing Annual General Meeting.

Your Directors have recommended his reappointment as a Directors of the company retiring by rotation.

Mr. Susant Srinivas Shetty, Mr. Sushil Shrinivas Shetty, Mr. Dinesh Mohan Naik & Mr. Shivkumar Banupratap Singh are appointed as Independent Directors of the Company for a term of 5 years, not liable to retire by rotation in the ensuing AGM as per respective provisions and Schedule-IV of Companies Act, 2013.

6. FINANCIAL STATEMENTS

Though a number of provisions of the new Companies Act, 2013 have come into force effective 1st April, 2014, the Ministry of Corporate Affairs, Government of India vide its General Circular 08/2014 no.1/19/2013-V dated 4th April, 2014 has clarified that for the financial year, 2013-14, preparation of the Financial Statements and documents to be attached thereto, auditors'' report and Board''s report shall be governed by the provisions and schedules of the Companies Act, 1956. Accordingly, the Financial Statements and other documents for the financial year, 2013-14 have been prepared in accordance with the relevant provisions/Schedules/Rules of the Companies Act, 1956.

7. REPLY TO AUDITORS QUALIFICATIONS

The observations and comments given in the Auditors'' Report read together with notes to accounts are self-explanatory and do not call for any further information and explanation under Section 217(3) of the Companies Act, 1956.

8. AUDITORS AND AUDITORS REPORT

M/s R. Ravindran & Associates, Chartered Accountants, the Statutory Auditors of the Company shall vacate office at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act. The Board of Directors recommends their re-appointment as Statutory Auditors.

STATUTORY DISCLOSURES

9. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/outgo.

The company does not have any activity relating to Conservation of energy and technology absorption. However company has taken necessary steps for conservation of energy in its day to day energy consumption.

The company does not have any foreign exchange inflow and outgo during the year

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors report that

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year 31st March 2014and of the profit of the Company for the year ended on that date.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

11. ENVIRONMENTAL PROTECTION & POLLUTION CONTROL

Your Company regards preservation of the environment as one of its primary social responsibilities. Accordingly, the Company places great emphasis on compliance with pollution control norms.

12. DEPOSITS

The Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 for the year ended 31st March 2014.

13. PARTICULARS OF EMPLOYEES

The Company has not paid any remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 for the year ended 31st March 2014. Hence no information is required to be appended to this report in this regard.

14. HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations and their commitment towards the growth of the Company.

15. STATUTORY COMPLIANCES

Your Company has complied with all the rules and regulations which are stipulated on the corporate sectors time to time by various Statutory Authorities.

16. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis is appended herewith and forms a part of Directors'' Report

17. CORPORATE GOVERNANCE

Your Company is committed to business integrity, high ethical values and professionalism in all its activities. As an essential part of this commitment, the Board of Directors supports high standards in corporate governance. It is the endeavor of the Board and the executive management of your Company to ensure that their actions are always based on principles of responsible corporate management. In your company, corporate governance is seen as an ongoing process. Your Company''s Board will therefore closely follow future developments in the governance norms and will take lead in ensuring compliance with the same. A separate report on Corporate Governance along with the certificate of the Auditors, confirming compliance of the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges is annexed.

The Ministry of Corporate Affairs has made majority of the provisions of the Companies Act, 2013 effective from 1st April, 2014. The new act is a positive step towards strengthening corporate governance regime in the country. Your Company is already in substantial compliance of most of the governance requirements provided under the new law. Your Company has proactively adopted provisions related to formation of Nomination and Remuneration Committee and Stakeholders relationship Committee, ahead of implementation of the new law. Your Company is committed to embrace the new law in letter and spirit.

18. BOARD COMMITTEES

During the period under review, the Board of Directors have reconstituted and renamed all the committees to comply the provisions of the companies act, 2013 and Listing Agreement. Accordingly the company has now Audit Committee,

Stakeholder Relationship & Grievance committee and Nomination & Remuneration Committee. All the members of these committees are independent & non executives. The details of members of these Committees are slated in Corporate Governance Report annexed to this.

19. SECRETARIAL AUDIT REPORT

Keeping with the high standards of corporate governance adopted by the Company and also to ensure proper compliance with provisions of the various applicable corporate laws, regulations and guidelines issued by the securities exchange Board of India and other statutory authorities your Company is taking care of all the statutory compliances and submit its Reconcilliation of Share Capital Audit Report for all the quarters to the Stock Exchanges.

20. INTERNAL CONTROL SYSTEMS

The internal Control System is an essential element of the Corporate Governance and plays key role in identifying, minimizing and managing risks that are significant for the Company, contributing to the safeguarding of stakeholders investments and the Company''s assets.

The Company has an adequate system of internal controls commensurate with its size and nature of operations to provide reasonable assurance that all assets are safeguarded, transactions are authorized, recorded and reported properly and applicable statues, codes of conducts and corporate policies are duly complied with.

The Audit Committee reviews the reports submitted by the Internal Auditors and monitors follow-up and corrective action by Management.

21. CONSOLIDATED FINANCIAL STATEMENT

As per Section 212 of the Companies Act, 1956, we are required to attach the Balance Sheet, Statement of Profit and Loss and other documents of our subsidiary.

The Ministry of Corporate Affairs, Government of India (MCA) vide its Circular No. 2/2011 dated 08.02.2011,has exempted companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2013-14 contains such financial statements of subsidiaries. A statement pursuant to section 212 of the Companies Act, 1956 for summery financial performance of Subsidiary Companies is attached to this report. The audited financial statement and related information of our subsidiaries will be made available on our website, www.gvfilms.com. The documents will also available for inspection during business hours at our registered office. The Company is presenting consolidated accounts of its subsidiary companies prepared in accordance with Indian Generally Accepted Accounting Practices (GAAP) and the same are attached herewith. There has been no change in the nature of business of the company and any of its subsidiary companies during the year.

22. ACKNOWLEDGEMENT

Your Directors express their sincere gratitude for the continued support and guidance received by the Company from the various State and Central Government Authorities and other regulatory agencies.

Your Directors would like to acknowledge the continued support and co-operation extended by Financial Institution, Banks, Government Departments, and valued customers and employees, who have contributed in the success of your Company

For and on Behalf of the Board

Sd/- Place : Mumbai M.V. Balagiri Date : 24.07.2014 Managing Director


Mar 31, 2013

To The Members of GV Films Limited

The Directors take pleasure in presenting 24th Annual Report together with Audited Statement of Accounts for the year ended 31th March, 2013.

1. FinanCiaL reSULTS Year ended Year Ended particulars 31.03.2013 31.03.2012 rs. Rs.

Turnover 3 50 78 439 5 50 86 168

Profit (Loss) before Depreciation & Tax (3 01 56 419) (3 79 13 788)

Less : Depreciation 15 92 688 32 72 109

profit before exceptional and extra-ordinary items & tax (3 17 49 107) (4 11 85 897)

exceptional & extra-ordinary items (310 80 93 463) Nil

profit before Tax (313 98 42 570) (4 11 85 897)

Less : Provision for Income Tax nil Nil

Less : Provision for Deferred tax nil Nil

profit after Tax (313 98 42 570) (4 11 85 897)

Balance brought forward from Previous Year (100 86 86 953) (96 75 01 056)

Balance available for appropriation (414 85 29 523) (100 86 86 953)

Balance carried to Balance Sheet (414 85 29 523) (100 86 86 953)

Management of the Company under the direction of your Board of Director continued to achieve the targets of cutting down the cost of operations and bettering the efficiency by using better alternated resources/means and methods of operation.

2. DiViDenD

Your Board has not recommended any dividend in view of the loss reported by the company due to loss incurred during the year under review.

3. SUBSiDiarY COmpanY

The Company has GV Studio City Limited a Wholly owned subsidiary Company. GV Studio City Limited is into the business of providing the blends of miniplex and food court. The key value proposition is to provide leisure and entertainment experience at the affordable prices.

4. BUSineSS perFOrmanCe reVieW, BUSineSS eXpanSiOn, DeVeLOpmenTS & FUTUre OUTLOOK

During the year 2012-13 your Company''s turnover has been significantly reduced from Rs. 550.86 lacs in 2011-12 to Rs.350.78 Lacs in 2012-13. During the year under review the business of the company affected due to various external factors (i.e. international market slowdown, political insecurity, increase in entertainment Tax etc.)

Also the company during the last half of the year under review, changed its registered office from Chennai to Mumbai as a result it requires a little time to settle its business in a new environment.

Further India has the potential to be one of the world''s leading markets for the creative industries both India and overseas. The country produces the highest number of films in the world and boasts a creative and diverse entertainment market and is continuously growing. Hence, there is a fair scope of expansion of the Company in this industry as your Company is in the field of production, distribution, exhibition. With constant technology improvements and introduction of more areas of exploitation in films, the Company''s outlook includes keeping pace with the advancements in the industry and absorbing the same.

Your Company has launched a Film Distribution Division with the name of ''One Window''. This Division will focus on distribution of movies produced by other producers and looking for a banner to release the movie. GVFL envisages good opportunity under this division, wherein the risk element is minimal

Company has also produced two Hindi movies, which are ready for release – "White Land" and "Brides wanted". These movies will be released under the ''One Window'' distribution division of the Company.

Further currently all electronic channels are looking for content for their telecast slots. There are around over One Lakh channels in India and abroad, who are looking for someone who can provide them continuous movies of various languages throughout the year. Dubbing of movies is one of the best ways to en-cash this golden opportunity. In this direction, the company is looking for a tie up Partner, having studio facility, who can do the dubbing of our films into various languages.

5. BOarD OF DireCTOrS

In accordance with the provisions of the Companies Act, 1956, Mr.Mahadevan Ganesh & Mr. R. Gopalan Directors of the company retireing by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

During the year Mr Nambirajan Ganapathy Yadav & Mr. Vijay Kumar Jain has been inducted as Additional Directors on the Board who shall hold office up to the date of the ensuing Annual General Meeting and offer themselves for reappointment. Your Directors have recommended their reappointment as a Directors of the company retiring by rotation.

6. aUDiTOrS anD aUDiTOrS repOrT

M/S R.Ravindran & Associates, Chartered Accountants, the Statutory Auditors of the Company shall vacate office at the ensuing Annual General Meeting and being eligible offer themself for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act. The Board of Directors recommends their re-appointment as Statutory Auditors.

The observations and comments given in the Auditors'' Report read together with notes to accounts are self-explanatory and do not call for any further information and explanation under Section 217(3) of the Companies Act, 1956.

STaTUTOrY DiSCLOSUreS

7. Conservation of energy, Technology absorption and Foreign exchange earnings / outgo.

The company does not have any activity relating to Conservation of energy and technology absorption. However company has taken necessary steps for conservation of energy in its day to day energy consumption.

The company does not have any foreign exchange inflow and USD 0.5 Million (i.e. Rs. 2,67,90,000) outgo during the year.

8. DireCTOrS'' reSpOnSiBiLiTY STaTemenT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors report that

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year 31st March 2013and of the profit of the Company for the year ended on that date.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

9. enVirOnmenTaL prOTeCTiOn & pOLLUTiOn COnTrOL

Your Company regards preservation of the environment as one of its primary social responsibilities. Accordingly, the Company places great emphasis on compliance with pollution control norms.

10. DepOSiTS

During the year, the Company did not accept any deposits from the public within the meaning of section 58A of the Companies Act, 1956.

11. parTiCULarS OF empLOYeeS

The Company has not paid any remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975. Hence no information is required to be appended to this report in this regard.

12. hUman reSOUrCe & inDUSTriaL reLaTiOnS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations and their commitment towards the growth of the Company.

13. STaTUTOrY COmpLianCeS

Your Company has complied with all the rules and regulations which are stipulated on the corporate sectors time to time by various Statutory Authorities.

14. manaGemenT DiSCUSSiOn anD anaLYSiS

A separate report on Management Discussion and Analysis is appended herewith and forms a part of Directors'' Report.

15. COrpOraTe GOVernanCe repOrT

The Company is committed to maintain the highest standards of corporate governance. The directors adhere to the requirements set out by the Securities Exchange Board of India''s Corporate Governance Practice and have implemented all the stipulations prescribed.

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a separate section titled ''Report on Corporate Governance'' has been included in this Annual Report along with the certificate on its compliance.

16. SeCreTariaL aUDiT repOrT

Keeping with the high standards of corporate governance adopted by the Company and also to ensure proper compliance with provisions of the various applicable corporate laws, regulations and guidelines issued by the securities exchange Board of India and other statutory authorities your Company is taking care of all the statutory compliances and submit its Secretarial Audit Report for all the quarters to the Stock Exchange.

17. inTernaL COnTrOL SYSTemS

The internal Control System is an essential element of the Corporate Governance and plays key role in identifying, minimizing and managing risks that are significant for the Company, contributing to the safeguarding of stakeholders investments and the Company''s assets.

The Company has an adequate system of internal controls commensurate with its size and nature of operations to provide reasonable assurance that all assets are safeguarded, transactions are authorized, recorded and reported properly and applicable statues, codes of conducts and corporate policies are duly complied with.

The Audit Committee reviews the reports submitted by the Internal Auditors and monitors follow-up and corrective action by Management.

18. COnSOLiDaTeD FinanCiaL STaTemenT

As per AS 21 the Consolidated Financial Statement along with the notes to accounts are enclosed with this report.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Auditors'' Report, Balance Sheet and Profit and Loss Account of its subsidiary company to its Annual Report. The Ministry of Corporate Affairs, Government of India, vide its general circular no. 2/2011 dated 8th February, 2011, has granted exemption to all companies for not attaching the above documents of subsidiary with Annual Report of the Company from financial year 2010-11 onwards. Accordingly, this Annual Report does not contain the report and other statement of the subsidiary company. The Company will make available the annual audited accounts and related detailed information of the subsidiary company upon request by any member of the Company or that of its subsidiary These documents will also be available for inspection during business hours at the registered office of the Company and also at the registered offices of the subsidiary company. Financial information of the subsidiary companies, as required by the said general exemption circular of Ministry of Corporate Affairs, Government of India, is annexed to this report.

A statement of Holding Company''s interest in subsidiaries is also furnished separately.

As required by Accounting Standard – 21 and Listing Agreement with stock exchanges, the audited consolidated financial statements of the Company and its subsidiaries are enclosed.

19. aCKnOWLeDGemenT

Your Directors express their sincere gratitude for the continued support and guidance received by the Company from the various State and Central Government Authorities and other regulatory agencies.

Your Directors would like to acknowledge the continued support and co-operation extended by Financial Institution, Banks, Government Departments, Vendors, Contractors, Distributors, Dealers and valued customers and employees, who have contributed in the success of your Company.

For and on Behalf of the Board

Sd/-

place : mumbai m.V.Balagiri

Date : 30.05.2013 Chairman & managing Director


Mar 31, 2012

To The Members,

The Directors are pleased to present the 23rd annual report on the business and operations of your Company for the year ended on 31st March 2012.

Particulars Year ended Year ended 31.03.2012 31.03.2011 (Rs. in Lakhs) (Rs. in Lakhs)

Turnover 335.23 1281.32

Profit (Loss) Before Depreciation & Tax 379.14 (44.86)

Less: Depreciation 32.72 85.41

Profit / (Loss) Before Tax (411.86) (130.27)

Less: Provisions for Tax NIL NIL

Less: Fringe Benefit Tax NIL NIL

Profit / (Loss) After Tax (411.86) (130.27)

Add: Surplus/(Deficit) from previous year (9675.01) (9544.74)

Loss carried over to Balance Sheet (10086.87) (9675.01)

DIVIDEND

Your Board has not recommended any dividend in view of the loss reported by the company due to loss incurred during the year under review.

BUSINESS PERFORMANCE REVIEW:

During the year 2011-12 your Company''s turnover has been significantly reduced from Rs. 1281.32 lacs in 2010-11 to Rs. 335.23 lacs in 2011-12. During the year, your Company has taken a conscious decision of keeping the business activities of film production and distribution on a low key in the light of global recession which continues to hamper the world even though impact on our economy is not significant. As a result of lower volume of business your Company has not made profits even though losses were kept at a minimum of Rs. 130.27 Lacs against Rs. 364.65 Lacs in the previous year.

REPLYTO AUDITORS QUALIFICATION

The Company is continuing the efforts to revive the web portal. The challenges by the way of appropriate development of the technology could be overcome in immediate future. Your Board of Director will undertake impairment study after exhausting all avenues of matching technology.

The Company is negotiating with intermediaries for recovery of investments made in media companies.

RECENT INITIATIVES AND FUTURE PROSPECTS:-

Your Company is planning to expand its theatre division in a big way by investing in cineplexes /multiplexes. A chain of cineplexes is planned throughout the country especially in Maharashtra and Tamil Nadu to start with. The Company shall continue to focus on its core activities of film production and distribution and expand the business further to make it more viable and profitable. The Company shall explore every possible opportunity to leverage the film rights bank (14000 film rights).

The Management of the Company started discussing with electronic media for dubbing some of the films rights and also for the telecasting of dubbed movies.

STATUTORY DISCLOSURES

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company is not engaged in any manufacturing activities, and as such the Particulars relating to conservation of energy and technology absorption is not applicable. The company makes every efforts to conserve energy as far as possible in its Theatre division production floor, offices etc.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

Earnings / outflow 2011-12 2010-11

Foreign Exchange Earnings NIL NIL

Foreign Currency outflow NIL NIL

Interest on FCC Bonds NIL NIL

NON-PAYMENT OF INTEREST DUE ON FCCBS:

Your Directors wish to report that there is a non payment of interest due for all quarters in 2011 -12 on FCCBs due to dispute with FCCBs holders and your management is taking steps to settle the issue amicably through ongoing negotiations with the bond holders.

PARTICULARS OF EMPLOYEE''S REMUNERATION AND INDUSTRIAL RELATIONS.

There were no employees whose particulars, pursuant to Section 217(2A) of The Companies Act 1956, read with Companies (Particulars of Employees) Rules 1975, are to be disclosed. Industrial relations in the company were very cordial and stable.

PUBLIC DEPOSITS

Your Company has not accepted any public deposit during the year under review.

DIRECTORS

During the financial year, Mr. A. Prakashchandra Hegde (Director) resigned from the Board with effect from 25th May 2011 due to his pre occupation of office.

Mr. A. Venkatramani, a director of the Company, will retire in the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

NON HOLDING OF ANNUAL GENERAL MEETING

Due to financial restructuring of the Company, the Company has not able to conduct the Annual General Meeting within the stipulated period of time as per the section 166(1) of the Act.

AUDITORS

M/S R.Ravindran & Associates, Chartered Accountants, the Statutory Auditors of the Company shall vacate office at the ensuing Annual General Meeting and being eligible offer themself for re-appointment and your Board recommends their appointment.

CORPORATE GOVERNANCE.

For year 2012, the compliance report is provided in the Corporate Governance Report section of this Annual Report. The company has not complied with the provisions as to the composition of the Audit committee. Other conditions of the corporate Governance as stipulated in clause 49 of the listing Agreement are complied with. The Auditors'' certificate on compliance with the mandatory recommendations of the committee is annexed to this report.

We have documented our internal policies on corporate governance. In line with the committee''s recommendations, the management''s discussions and analysis of the financial position of the company is provided in this annual report and is incorporated here by reference.

DIRECTORS'' RESPONSIBILITY STATEMENT.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed.

(1) That in the preparation of the accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures.

(2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review

(3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a ''Going concern'' basis.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep sense of gratitude to the employees, our Bankers, Distributors, Exhibitors, Customers and Shareholders for their active co-operation during the year under review.

For and on behalf of The Board Of Directors

Sd/-

M.V.Balagiri

Place: - Chennai Chairman & Managing Director

Date: - 14th August 2012


Mar 31, 2011

The Members,

The Directors are pleased to present the 22nd annual report on the business and operations of your Company forthe year ended on 31 st March 2011.

FINANCIAL RESULTS:

Particulars Year ended 31.03.2011 Year ended 31.03.2010 (Rs. in Lakhs) (Rs. in Lakhs)

Operating Income 1281.32 1281.99

Other Income 580.12 29.62

Income 1861.44 1311.62

Profit (Loss) Before Depreciation & Tax (44.86) (270.85)

Less: Depreciation 85.41 92.09

Profit / (Loss) Before Tax (130.27) (362.94)

Less: Provisions for Tax NIL 1.70

Less: Fringe Benefit Tax NIL -

Profit / (Loss) After Tax (130.27) (364.65)

Add: Surplus/(Deficit) from previous year (9544.74) (9180.09)

Loss carried over to Balance Sheet (9675.01) (9544.74)

DIVIDEND

Your Board has not recommended any dividend in view of the loss incurred by the company during the year under review.

BUSINESS PERFORMANCE REVIEW:

During the year 2010-11, the turnover of your company is Rs. 1281.32 Lacs against Rs. 1281.99 lacs in 2009-10. During the year, your Company has taken a conscious decision of keeping the business activities of film production and distribution on a low key in the light of global recession, which continues to hamper the world even though impact on our economy is not significant.

As a result of lower volume of business your Company has not made profits even though losses was kept at a minimum of Rs. 130.27 Lacs against Rs. 364.65 Lacs in the previous year ,this is mainly on account of significant increase in other income of your company from Rs. 29.62 lacs in 2009-10 to 580.12 lacs.

RECENT INITIATIVES AND FUTURE PROSPECTS:-

The fact that the Tanjore Multiplex is now fully operational augurs well for the future as theatre complex since transferred to the subsidiary company, GV Studio City Limited is likely to report larger revenue and earnings in the current year.

Your Company is planning to expand its theatre division in a big way by investing in cineplexes /multiplexes. A chain of cineplexes is planned throughout the country especially in Maharashtra and Tamil Nadu to start with. The Company shall continue to focus on its core activities of film production and distribution and expand the business further to make it more viable and profitable. The Company shall explore every possible opportunity to leverage the film rights bank (14000 film rights).

REPLYTO AUDITORS QUALIFICATION

The Company is continuing the efforts to revive the web portal. The challenges by the way of appropriate development of the technology could be overcome in immediate future. Your Board of Director will undertake impairment study after exhausting all avenues of matching technology.

The Company is negotiating with intermediaries for recovery of investments made in media companies

STATUTORY DISCLOSURES.

Conservation of Energy and Technology Absorption:

The Company is not engaged in any manufacturing activities, and as such the Particulars relating to conservation of energy and technology absorption is not applicable. The company makes every efforts to conserve energy as far as possible in its Theatre division production floor, offices etc.

Foreign Exchange Earnings and Outgo:

During the financial year under review the Company does not have any foreign exchange earnings and outgo.

Non- Payment of Interest due on FCCBs:

Your Directors wish to report that there is a non payment of interest due for all quarters in 2010-11 on FCCBs due to dispute with FCCBs holders and your management is taking steps to settle the issue amicably through ongoing negotiations with the bond holders.

Particulars of Employee''s Remuneration and Industrial Relations.

There were no employees whose particulars, pursuant to Section 217(2A) of The Companies Act 1956, read with Companies (Particulars of Employees) Rules 1975, are to be disclosed. Industrial relations in the company were very cordial and stable.

PUBLIC DEPOSITS

Your Company has not accepted any public deposit during the year under review.

DIRECTORS

During the year due to sudden demise of Mr.S. Ramanathan on 28.10.2010 there was a casual vacancy in the board of directors

Mr. R.Gopalan, and Mr.Mahadevan Ganesh directors of the Company, will retire in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

EXTENSION OF ANNUAL GENERAL MEETING

Due to financial restructuring of the Company, the Annual General Meeting for the financial year ended 31st March, 2011 was not been conducted within the stipulated period of time as per the provisions of the section 166(1) of the Act.

AUDITORS

Mr. R.Ravindran & Associates, Chartered Accountants, the Statutory Auditor of the Company shall vacate office at the ensuing Annual General Meeting and being eligible to offers themselves for re-appointment and your Board recommends their appointment.

CORPORATE GOVERNANCE.

We continue in benchmarking our corporate governance policies with the best in the industry. Our efforts are widely recognized by investors both in India and abroad.

We have complied with the recommendations of the Corporate Governance Committee constituted by the Securities and Exchange Board of India (SEBI). For year 2011, the compliance report is provided in the Corporate Governance Report section of this Annual Report. The Auditors'' certificate on compliance with the mandatory recommendations of the committee is annexed to this report.

We have documented our internal policies on corporate governance. In line with the committee''s recommendations, the management''s discussions and analysis of the financial position of the company is provided in this annual report and is incorporated here by reference.

DIRECTORS'' RESPONSIBILITY STATEMENT.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed.

(1) That in the preparation of the accounts for the financial year ended 31 st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures.

(2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review

(3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) That the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a ''Going concern'' basis.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep sense of gratitude to the employees, our Bankers, Distributors, Exhibitors, Customers and Shareholders for their active co-operation during the year under review. For and on behalf of the Board of Directors

Sd /-

M.V.Balagiri

Place: - Chennai Chairman & Managing Director

Date: - 30th May 2011


Mar 31, 2010

The Directors are pleased to present the 21st annual report on the business and operations of your Company for the year ended on 31 st March 2010.

Financial Results:

Particulars Year ended Year ended 31.03.2010 31.03.2009 (Rs. in Lakhs) (Rs. in Lakhs)

Turnover 1281.99 940.30

Profit (Loss) Before Depreciation & Tax (270.85) (11860.31)

Less : Depreciation 92.09 93.49

Profit / (Loss) Before Tax (362.94) (11953.80)

Less: Provisions for Tax 1.70 -

Less: Fringe Benefit Tax - 6.07

Profit / (Loss) After Tax (364.65) (11959.87)

Add: Surplus /(Deficit) from previous year (9180.09) 2779.78

Loss carried over to Balance Sheet (9544.74) (9180.09)

Dividend

Your Board has not recommended any dividend in view of the loss reported by the company during the year under review.

Business Performance Review:

During the year 2009-10 your Company has reported an improved performance in terms of turnover and reduction in losses. The companys turnover during the year 2009-10 is Rs.1282 Lacs against Rs.940.30 Lacs in 2008-09 (previous year) recording a growth of 36% increase in turnover. During the year your Company has taken a conscious decision of keeping the business activities in film production and distribution on a low key in the light of global recession which continues to hamper the world even though impact on our economy is not significant. As a result of lower volume of business your Company has not made profits even though lossess were kept at a minimum of Rs.364.65 Lacs against Rs. 11959.87 Lacs in the previous year.

During the year on 29.01.2010Nthe Shanthi Kamala complex at Tanjore with 5 screens multiplex was reopened after renovation and all the screens are now operational.

Recent initiatives and future prospects:-

The fact that theTanjore Multiplex Is now fuliy operational augurs well for the future as theatre divisions are likely to report largerrevenue and earnings in the current year 2010-11.

Your Company is planning to expand its theatre division in a big way by investing in cineplexes /multiplexes. A chain of cineplexes is planned throughout the country especially in Maharashtra and Tamil Nadu to start with. The Company shall continue to focus on its core activities of film production and distribution and expand the business further to make it more viable and profitable. The Company shall explore every possible opportunity to leverage the film rights bank (14000 film rights) and activate the webcasting division to earn large revenues in the coming years.

Statutory Disclosures.

Conservation of Energy and Technology Absorption:

The Company is not engaged in any manufacturing activities, and as such the Particulars relating to conservation of energy and technology absorption is not applicable. The company makes every efforts to conserve energy us far as possible in its Theatre division production floor, offices etc.

Foreign Exchange Earnings and Outgoings:

During the year under review the Company does not have any foreign exchange earnings and only there is an out go of Rs. 18,49,873 towards interest on FCCBs.

Non- Payment of Interest due on FCCBs:

Your directors wish to eport that there is a non payment of interest due for three quarters in 2009-10 on FCCBs due to dispute with FCCBs holders and your management is taking steps to settle the issue amicably through on going negotiations with the bond holders.

Particulars of Employees Remuneration and Industrial Relations.

There were no employees whose particulars, pursuant to Section 217(2A) of The Companies Act 1956, read with Companies (Particulars of Employees) Rules 1975, are to be disclosed. Industrial relations in the company were very cordial and stable.

Public Deposits

Your Company has not accepted any public deposit during the year under review.

Directors

During the year Mr. P. Raghuraman (Whole - Time Director) resigned from the board with effect from 29th January 2010 and consequently Mr. M.V. Balagiri, a director of the Company has been was re-designated as Chairman & Managing Director w.e.f. 29.01.2010. Mr. Balagiri has more than 30 years hands on experience of producing and successfully exhibiting films in regional languages in Marathi and in addition to crafting the success of mainstream Bollywood Hindi films.

Mr. A.Prakashchandra Hegde, a retired General Manager of a PSU Bank was appointed as an additional director on 29.01.2010 u/s 260 of the Companies Act. He is vacating office in the ensuing Annual General Meeting. Being eligible for appointment u/s 257 of the Companies Act, 1956, heoffers himself for reappointment and a notice has been received from a member of the Company recommending him as a Independent Non executive Director.

Mr. A.Venkatramani, a director of the Company, will retire in the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS

Mr. G. Parthasarathy, Chartered Accountant, Statutory Auditor of the Company, expired on 17.10.2009 and in his place, M/s. R. Ravindran & Associates, Chartered Accountants were appointed as Statutory Auditors of the Company with immediate effect. They shall vacate office at the ensuing Annual General Meeting. Being eligible they offer themselves for re-appointment and your Board recommends their appointment.

Corporate Governance.

We continue in benchmarking our corporate governance policies with the best in the industry. Our efforts are widely recognized by investors both in India and abroad.

We have complied with the recommendations of the Corporate Governance Committee constituted by the Securities and Exchange Board of India (SEBI). For fiscal 2010, the compliance report is provided in the Corporate Governance Report section of this Annual Report. The Auditors certificate on compliance with the mandatory recommendations of the committee is annexed to this report.

We have documented our internal policies on corporate governance. In line with the committees recommendations, the managements discussions and analysis of the financial position of the company is provided in this annual report and is incorporated here by reference.

Directors Responsibility Statement.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed.

(1) That in the preparation of the accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures.

(2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

(3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

Acknowledgement:

Your Directors wish to place on record their deep sense of gratitude to the employees, our Bankers, Distributors, Exhibitors, Customers and Shareholders for their active co-operation during the year under review.

For and on behalf of THE BOARD OF DIRECTORS

M.V.BALAGIRI Chairman - Managing Director

Place: - Chennai Date:- 13.08.2010

 
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