Mar 31, 2018
Dear Members,
The Directors take pleasure in presenting the 29th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2018.
1. FINANCIAL HIGHLIGHTS
The highlights of the financial results of the Company for the year ended 31.03.2018 as compared with the previous year are as follows:
(Rs. In Lacs) |
||
For the year ended |
For the year ended |
|
Net Turnover |
31.03.2018 |
31.03.2017 |
Profit/(Loss) before Interest, Depreciation & Tax |
(2 355.84) |
(869.14) |
Less: Finance costs |
42.23 |
42.25 |
Profit/(Loss| before Depreciation & Tax |
(2 398.07) |
(911.39) |
Less: Depreciation & Amortization Expenses |
1.13 |
18.05 |
Proft/(Loss) before Taxation |
(2 399.20) |
( 929.44) |
Less: Provision for tax Current & Deferred tax |
NIL |
NIL |
Proft/(Loss) after Tax |
(2 399.20) |
(929.44) |
Balance brought forward |
(10 851.66) |
(9 922.22) |
Provision for Dividend and Dividend tax |
NIL |
NIL |
Transfer from General Reserve/ Capital Reduction Adjustment |
NIL |
NIL |
Balance carried to next year |
(13 250.86) |
(10 851.66) |
2. PERFORMANCE REVIEW
During the year under review the company did not have any operational activity. The management is seriously looking at the various avenues available for them and hoping their sincere efforts will fructify in coming months. During the year there were new developments happened in the company and the board is trying hard to give a new direction to the company by which the company may reach to a new height and try to recover its lost glory soon.
3. DIVIDEND
In view of the accumulated losses, your Directors regret their inability to declare any dividend.
4. SHARE CAPITAL
During the year under review company has allotted 54,60,00,000 equity shares of Re.1/- each on preferential basis to Mr.Ishari Kadhrivelan Ganesh, Mr.Mahadevan Ganesh and Mr.Balakumar Vethagiri Giri as a result the paid up Equity Share capital of the Company has increased during the year from 36,86,27,833 shares of Re.1/- each to 91,46,27,833 shares of Re.1/- each.
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 and forms part of the Annual Report.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
During the year under review company has allotted 54,60,00,000 equity shares of Re.1/- each on preferential basis to Mr.Ishari Kadhrivelan Ganesh, Mr.Mahadevan Ganesh and Mr.Balakumar Vethagiri Giri.
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 AOC-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 Companyâs 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 affordable prices.
9. DIRECTORS
a. Inductions
During the year under review Mr. Ishari Kadhirvelan Ganesh and Mrs Isari Ganesh Arthi were appointed as directors of the company. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (the âActâ) 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 Mr. Shanmuga Kumar Natarajan and Mrs. V Akilandeswari were appointed as Directors (Independent)
Further Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (the âActâ) 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 Mrs.Nithya Kalyani and Mr.Mageshkumar Pasupathy were proposed to be appointed as Directors (independent). They shall hold office, if appointed, upto a period of 5 years and not liable to retire by rotation.
A declaration of Independence in compliance with Section 149(6) of the Companies Act, 2013, has been taken on record from all the independent directors of the Company.
Further Pursuant to the provisions of the Companies Act, 2013 (the âActâ) 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 Ms.Vithika Balagiri is proposed to be appointed as Director of the company liable to retire by rotation.
A Notice along with requisite deposit has been received from a member proposing the candidature of above as Director and Independent Directors of the Company.
Mr. Balakumar Vethagiri Giri is appointed as CEO of the Company w.e.f. 23.06.2018.
b. Retirement and Re-appointments
Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Ishari Kadhirvelan Ganesh, Mrs. Isari Ganesh Arthi 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.
During the year under review Mr. Shanmuga Kumar Natarajan, Mrs. V Akilandeswari, Mr. Balakumar Vethagiri Giri and Mr. Mahadevan Ganesh resigned from Board with w.e.f 11.12.2017, 11.12.2017, 23.6.2018 and 7.02.2018 respectively.
10. MEETINGS OF THE BOARD
The meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters of significance. The schedule of the meetings are circulated in advance, to ensure proper planning and effective participation in meetings. Detailed information regarding the meetings of the Board are included in the report on Corporate Governance, which forms part of the Boardâs Report.
11. KEY MANAGERIAL PERSONNEL
During the year under review Mr. Bharat Aswani Company Secretary resigned and with effect from 16th May 2017 Mrs.Pavinder Kaur appointed as Company Secretary. Futher Mr.Suresh Amin CFO of the company resigned and Mr. Saidapet Pachai Dhanaraj was appointed as CFO of the Company with effect from 22.05.2017.
12. FINANCIAL STATEMENTS
The financial statements have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). These financial statements comply in all material respects with the Accounting Standards notified under section 133 of the Companies Act 2013 (âthe Actâ) read together with paragraph 7 of the Companies (Accounts) Rules, 2014, to reflect the financial position and results of operations of GV Films Ltd together with its subsidiary. The financial statements of Financial Year 2017-2018 together with Auditorâs Report forms part of this Annual Report.
13. AUDIT OBSERVATIONS
The observations and comments given in the Auditorsâ 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.
14. RISK MANAGEMENT
The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.
15. AUDITORS
Pursuant to the provisions of section 139 of the Companies Act 2013, and rules framed thereafter M/s. R. Ravindran& Associates, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of 28th Annual General Meeting till the conclusion of 30th AGM to be held in the year 2019, subject to ratification of their appointment at AGM. The Directors recommend ratification of their appointment.
16. 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.
17. DEPOSITS
The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 during the year ended 31st March 2018.
18. 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.
19. STATUTORY COMPLIANCES
To the best of our knowledge your Company has complied with all the rules and regulations which are stipulated on the corporate sector from time to time by various Statutory Authorities.
20. MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on Management Discussion and Analysis is appended herewith and forms part of Directorsâ Report.
21. CORPORATE GOVERNANCE
We strive to maintain high standards of Corporate Governance in all our interactions with our stakeholders. The Company has conformed to the Corporate Governance code as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance along with a certificate from the auditors confirming the level of compliance is attached and forms part of the Boardâs Report.
22. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
The policy of the Company on directorâs appointment and remuneration, including criteria for determining qualifications, independence and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 is appended in Annexure A to the Boardâs Report.
23. BOARD COMMITTEES
During the period under review, the Board of Directors have reconstituted all the committees to comply the provisions of the companies act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) due to vacation of office by few of the members of the Committees.
The details of Boards Committees - the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee have been disclosed separately in the Corporate Governance Report which is annexed to and forms part of this annual report.
Accordingly the Company has now Audit Committee, Stakeholder Relationship committee and Nomination & Remuneration Committee constituted in accordance with provisions of LODR. The details of members of these Committees are stated in Corporate Governance Report annexed to this Annual Report separately.
24. SECRETARIAL AUDIT REPORT
The Secretarial Auditor has issued the Secretarial Audit Report for the financial year 2017-18 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.
25. INTERNAL CONTROL SYSTEMS
The Company has laid down certain guidelines, processes and structure, which enables implementation of appropriate internal financial controls across the organisation. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively.
The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control, stated in the Guidance Note on Audit of Internal Controls Over Financial Reporting issued by The Institute of Chartered Accountants of India.
The Audit Committee reviews the reports submitted by the Internal Auditors and monitors follow-up and corrective action by Management.
26. BOARD EVALUATION
Your Company believes in striving and excelling through effective and efficient Board monitoring. As required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an evaluation of all the directors, the Board as a whole and its committees was conducted based on the criteria and framework adopted by the Board.
27. RELATED PARTY TRANSACTION
There were no related party transaction during the year under review other than those disclosed in relevant notes and accounts.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR)
This provision of the Companies Act, 2013 is not applicable for your Company
29. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has implemented a Whistle Blower Policy/ Vigil Mechanism, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/misappropriation of assets to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee.
30. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
During the year under 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.
31. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration policy on appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel is disclosed in Annexure - A.
32. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 read with applicable Rules made there under, extract of the Annual Return is annexed to this report as Annexure C.
STATUTORY DISCLOSURES
33. 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.
34. DIRECTORSâ 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 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 and fair view of the state of affairs of the Company at the end of the financial year 31st March 2018 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 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 âinternal financial controlsâ means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs 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.
35. PARTICULARS OF EMPLOYEES
The Company does not have any employee drawing Remuneration as prescribed in terms of sub-section 12 of section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules.
36. HUMAN RESOURCE & INDUSTRIAL RELATIONS
Industrial Relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the cooperation extended by all employees in maintaining cordial relations and their commitment towards the growth of the Company.
37. STATUTORY INFORMATION
The Business responsibility reporting as required by Regulation 34 as (SEBI) Lisiting Obiligation and Disclousre Reqirements) Regulation 2015 is not applicable to your company for the Financial Year ended 31st March 2018..
38. ACKNOWLEDGEMENT
Your Directors would like to express their sincere gratitude for the continued support and co-operation extended by Shareholders, Banks, Government Departments, and valued customers and employees, who have contributed to the Company.
BY THE ORDER OF THE BOARD OF DIRECTORS
Place: Chennai FOR GV FILMS LIMITED
Date:23.06.2018 Sd/-
ISHARI K. GANESH - Director
ISARI GANESH ARTHI - Director
Mar 31, 2017
Dear Members,
The Directors take pleasure in presenting the 28th Annual Report together with Audited Statement of Accounts for the year ended 31th March, 2017.
1. FINANCIAL HIGHLIGHTS
The highlights of the financial results of the Company for the year ended 31.03.2017 as compared with the previous year are as follows:
(Rs. In Lacs) |
|||
For the year ended |
For the year ended |
||
Net Turn Over |
31.03.2017 0 |
31.03.2016 352.76 |
|
Profit before Interest, Depreciation & Tax |
(869.15) |
(639.84) |
|
Less: Finance costs |
42.25 |
43.65 |
|
Profit/(Loss) before Depreciation & Tax |
(911.39) |
(683.49) |
|
Less: Depreciation & Amortization expenses |
18.05 |
12.40 |
|
Profit/(Loss) before Taxation |
(929.44) |
(695.89) |
|
Less: Provision for Taxation - Current Tax& Deferred Tax |
Nil |
Nil |
|
Profit/(Loss) after Tax |
(929.44) |
(695.89) |
|
Balance brought forward |
(9922.22) |
(42402.83) |
|
Provision for Dividend and Dividend tax |
Nil |
Nil |
|
Transfer from General Reserve/Capital reduction Adjustment |
(929.44) |
(33 872.39) |
|
Balance carried forward to next year |
(10851.67) |
(9922.22) |
|
2. PERFORMANCE REVIEW
During the year management of the Company has been taking necessary steps for exploiting the stock of film rights and other Internet rights. However the steps have not fructified generating any revenue.. As a result the Company has posted a Net Loss of Rs.9,29,44,220 as against loss of Rs.6,95,89,270 in the previous year.
Management of the Company under the direction of your Board of Directors continued to achieve the targets and of cutting down the cost of operations.
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 not changed during the year 2016-17.
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 and forms part of the Annual Report.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There was no material change during the year under review.
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 an affordable prices.
9. DIRECTORS
a. Inductions
Mr.Aswinkumar Kamala Kannan was appointed as as additional Director (independent) of the Company on 21.02.2017. Further Mr. Ishari Kadhirvelan Ganesh, Mrs Isari Ganesh Arthi are proposed to be appointed as Directors of the Company at the ensuing Annual General Meeting.
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 Mr. Shanmuga Kumar Natarajan, and Mrs. Akilandeswari Venkata Subramanian are proposed to be appointed as Directors (Independent). They shall hold office, if appointed, up to a period of 5 years and not liable to retire by rotation.
A declaration of Independence in compliance with Section 149(6) of the Companies Act, 2013, has been taken on record from all the Independent Directors of the Company
A Notice along with requisite deposit has been received from a member proposing the candidature of above as Director and Independent Directors of the Company.
b. Retirement and Re-appointments
Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Mahadevan Ganesh retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself 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.
During the year under review Mr. Sudhakar Mallapa Shetty, Mr. Sushil Shrinivas Shetty, Mr. Sushant Srinivas Shetty, Mr.Dinesh Mohan Naik and Mr. Shivkumar Bhanupratap Singh resigned from the board w.e.f 12.04.2016. However Mr.Sudhakar Mallapa Shetty, Mr.Sushil Srinivas Shetty & Mr.Suhan Sudhakar Shetty were appointed as Additonal Director and vacated the office of the director on the date of 27th AGM due to Non Appointment. Again Mr.Sudhakar Mallapa Shetty was appointed as Additional Director post 27th AGM on 04.01.2017. Further Mr.Ishari Kadhrivelan Ganesh, Mrs.Ishari Ganesh Arthi, Mr.Gudupalle Nagamal Reddy, Mr.Thangavelu Pichandi, Mr.Navalpakkam Kuppan Rajendran vacated the office of the director due to their Non Appointment at the 27th AGM.
Also Mrs. Deepthi Chanduru and Mr. Ishari Ganesh Arthi resigned from the board w.e.f. 23rd June 2016.
10. MEETINGS OF THE BOARD
The meetings of the Board are scheduled at regular intervals to decide and discuss on the business performance, policies, strategies and other matters of significance. The schedule of the meetings are circulated in advance, to ensure proper planning and effective participation in meetings. Detailed information regarding the meetings of the Board are included in the report on Corporate Governance, which forms part of the Board''s Report.
11. KEY MANAGERIAL PERSONNEL
There are no changes in key managerial Personnel during the year under review except their Company Secretary Mr.Viswanthan Sridhar resigned on 14.01.2017 and Mr. Bharat Aswani was appointed as Company Secretary of the Company w.e.f. 24.01.2017. Further Mr. Bharat Aswani resigned w.e.f. 23.4.2017 and Mrs. Parvinder Kaur appointed as new Company Secretary w.e.f. 16.5.2017. Also Mr. Suresh Amin Chief Financial Officer of the Company resigned w.e.f. 16.5.2017 and Mr. S.P. Dhanaraj was appointed as CFO w.e.f. 22.5.2017.
12. FINANCIAL STATEMENTS
The financial statements have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). These financial statements comply in all material respects with the Accounting Standards notified under section 133 of the Companies Act 2013 ("the Act") read together with paragraph 7 of the Companies (Accounts) Rules, 2014, to reflect the financial position and results of operations of GV Films Ltd together with its subsidiary. The financial statements of Financial Year 2016 - 2017 together with Auditor''s Report forms part of this Annual Report.
13. 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.
14. RISK MANAGEMENT
The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.
15. AUDITORS
Pursuant to the provisions of section 139 of the Companies Act 2013, and rules framed thereafter M/s. R. Ravindran & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company at the conclusion of 28th Annual General Meeting till the conclusion of 30th AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. The Directors recommend their appointment.
16. 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.
17. DEPOSITS
The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 during the year ended 31st March 2017.
18. 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.
19. STATUTORY COMPLIANCES
Your Company has complied with all the rules and regulations which are stipulated on the corporate sector from time to time by various Statutory Authorities.
20. MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on Management Discussion and Analysis is appended herewith and forms part of Directors'' Report
21. CORPORATE GOVERNANCE
We strive to maintain high standards of Corporate Governance in all our interactions with our stakeholders. The Company has conformed to the Corporate Governance code as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance along with a certificate from the Auditors confirming the level of compliance is attached and forms part of the Director''s or Board''s Report.
22. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The policy of the Company on director''s appointment and remuneration, including criteria for determining qualifications, independence and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 is appended in Annexure A to the Board''s Report.
23. BOARD COMMITTEES
During the period under review, the Board of Directors have reconstituted all the committees to comply the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR).
The details of Boards Committees - the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee have been disclosed separately in the Corporate Governance Report which is annexed to and forms part of this Annual Report. Accordingly the Company has now Audit Committee, Stakeholder Relationship Committee and Nomination & Remuneration Committee constituted in accordance with provisions of (SEBI) LODR 2015). The details of members of these Committees are stated in Corporate Governance Report annexed to this Annual Report separately.
24. SECRETARIAL AUDIT REPORT
The Secretarial Auditor has issued the Secretarial Audit Report for the financial year 2016-17 pursuant to Section 204 of the Companies Act, 2013 which is annexed to Directors Report (Refer Annexure B).
Director''s Reply to Adverse remark by Secretarial Auditor:- During the Last Quarter Company does not have proper Audit Committee as there was sudden vacation of office by all the directors due to non-appointment at the 27th AGM.
25. INTERNAL CONTROL SYSTEMS
The Company has laid down certain guidelines, processes and structure, which enables implementation of appropriate internal financial controls across the organisation. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively.
The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control, stated in the Guidance Note on Audit of Internal Controls Over Financial Reporting issued by The Institute of Chartered Accountants of India.
The Audit Committee reviews the reports submitted by the Internal Auditors and monitors follow-up and corrective action by Management.
26. BOARD EVALUATION
Your Company believes in striving and excelling through effective and efficient Board monitoring. As required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an evaluation of all the directors, the Board as a whole and its Committees was conducted based on the criteria and framework adopted by the Board.
27. RELATED PARTY TRANSACTION
There were no related party transaction during the year under review other than those disclosed in relevant notes and accounts.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR provisions of the Companies Act, 2013 is not applicable for your Company.
29. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has implemented a Whistle Blower Policy/ Vigil Mechanism, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/misappropriation of assets of the Company. The policy safeguards the Whistle Blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee.
30. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
During the year under 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.
31. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration policy on appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel is disclosed in Annexure - A.
32. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 read with applicable Rules made there-under, extract of the Annual Return is annexed to this report as Annexure C.
STATUTORY DISCLOSURES
33. 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.
34. 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 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 and fair view of the state of affairs of the Company at the end of the financial year 31st March 2017 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 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.
35. PARTICULARS OF EMPLOYEES
The Company does not have any employee drawing Remuneration as prescribed in terms of sub-section 12 of section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules.
36. 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.
37. ACKNOWLEDGEMENT
Your Directors would like to express their sincere gratitude for the continued support and cooperation extended by Shareholders, Banks, Government Departments, and valued customers and employees, who have contributed to the Company.
BY THE ORDER OF THE BOARD OF
DIRECTORS
FOR GV FILMS LIMITED
Place : Mumbai Sd/-
Date : 22.5.2017 BALAKUMAR VETHAGIRI GIRI
Managing Director
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
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article