Your Directors take pleasure in presenting the 28th Annual Report togetherwith 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 ascompared with the previous year are as follows:
| ||(Rs. In Lacs) |
| ||For the year ended 31.03.2017 ||For the year ended 31.03.2016 |
|Net Turn Over ||0 ||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 forexploiting the stock of film rights and other Internet rights. However the steps have notfructified generating any revenue.. As a result the Company has posted a Net Loss ofRs.92944220 as against loss of Rs.69589270 in the previous year.
Management of the Company under the direction of your Board of Directors continued toachieve the targets and of cutting down the cost of operations.
In view of the accumulated losses your Directors regret their inability to declare anydividend.
4. SHARE CAPITAL
The Paid Up Equity Share capital of the Company has not changed during the year2016-17.
5. CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Audited Financial Statements of the Company have been prepared inaccordance with the applicable Accounting Standards issued by the Institute of CharteredAccountants 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 Act2013 (Act) the salient features of the Financial Statement of the Subsidiary Company G VStudio City Limited are set out in the prescribed form A O C -1 which forms part of theAnnual Report. The said financial statements shall also be kept for inspection of Membersat the Registered Office of the Company. The Company will provide free of cost a copy ofthe Financial Statement in respect of its subsidiary to any Member of the Company uponreceipt 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 thebusiness of providing the blends of Miniplex and food court leisure and entertainmentexperience at an affordable prices.
Mr.Aswinkumar Kamala Kannan was appointed as as additional Director (independent) ofthe Company on 21.02.2017. Further Mr. Ishari Kadhirvelan Ganesh Mrs Isari Ganesh Arthiare proposed to be appointed as Directors of the Company at the ensuing Annual GeneralMeeting. 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 ofthe Company based on the recommendation of the Nomination and Remuneration committee Mr.Shanmuga Kumar Natarajan and Mrs. Akilandeswari Venkata Subramanian are proposed to beappointed as Directors (Independent). They shall hold office if appointed upto a periodof 5 years and not liable to retire by rotation. A declaration of Independence incompliance with Section 149(6) of the Companies Act 2013 has been taken on record fromall the Independent Directors of the Company A Notice along with requisite deposit hasbeen received from a member proposing the candidature of above as Director and IndependentDirectors of the Company.
b. Retirement and Re-appointments
Pursuant to the provisions of Section 152 of the Act and the Articles of Association ofthe Company Mr. Mahadevan Ganesh retires by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible offers himself for reappointment. The Boardrecommends the aforesaid appointment/ re-appointment of the Directors. Brief profile ofthe respective Directors is annexed to the Notice convening the ensuing Annual GeneralMeeting.
During the year under review Mr. Sudhakar Mallapa Shetty Mr. Sushil Shrinivas ShettyMr. Sushant Srinivas Shetty Mr.Dinesh Mohan Naik and Mr. Shivkumar Bhanupratap Singhresigned from the board w.e.f 12.04.2016. However Mr.Sudhakar Mallapa Shetty Mr.SushilSrinivas Shetty & Mr.Suhan Sudhakar Shetty were appointed as Additonal Director andvacated the office of the director on the date of 27th AGM due to NonAppointment. Again Mr.Sudhakar Mallapa Shetty was appointed as Additonal Director post 27thAGM on 04.01.2017. Further Mr.Ishari Kadhrivelan Ganesh Mrs.Ishari Ganesh ArthiMr.Gudupalle Nagamal Reddy Mr.Thangavelu Pichandi Mr.Navalpakkam Kuppan Rajendranvacated 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 onthe business performance policies strategies and other matters of significance. Theschedule of the meetings are circulated in advance to ensure proper planning andeffective participation in meetings. Detailed information regarding the meetings of theBoard are included in the report on Corporate Governance which forms part of the Board'sReport.
11. KEY MANAGERIAL PERSONNEL
There are no changes in key managerial Personnel during the year under review excepttheir Company Secretary Mr.Viswanthan Sridhar resigned on 14.01.2017 and Mr. Bharat Aswaniwas appointed as Company Secretary of the Company w.e.f. 24.01.2017. Further Mr. BharatAswani resigned w.e.f. 23.4.2017 and Mrs. Parvinder Kaur appointed as new CompanySecretary w.e.f. 16.5.2017. Also Mr. Suresh Amin Chief Financial Officer of the Companyresigned 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 acceptedaccounting principles in India (Indian GAAP). These financial statements comply in allmaterial respects with the Accounting Standards notified under section 133 of theCompanies 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 GVFilms 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 toaccounts are self-explanatory and do not call for any further information and explanationunder Section 134(3)(f) of the Companies Act 2013.
14. RISK MANAGEMENT
The Audit Committee has additional oversight in the area of financial risks andcontrols. Major risks identified by the business and functions are systematicallyaddressed through mitigating actions on a continuing basis.
Pursuant to the provisions of section 139 of the Companies Act 2013 and rules framedthereafter M/s. R. Ravindran & Associates Chartered Accountants were appointed asStatutory Auditors of the Company at the conclusion of 28th Annual GeneralMeeting till the conclusion of 30th AGM to be held in the year 2019 subject toratification 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 socialresponsibilities. Accordingly the Company places great emphasis on compliance withpollution control norms.
The Company has not accepted any deposits from the public within the meaning of Section73 of the Companies Act 2013 during the year ended 31st March 2017.
18. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Your Company recognizes its responsibility and continues to provide a safe workingenvironment for Women free from sexual harassment and discrimination.
Pursuant to Section 22 of the sexual Harassment of women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rule 14 the internal committee constitutedunder the said Act has confirmed that no Complaint / case has been filed / pending withthe Company during the year.
19. STATUTORY COMPLIANCES
Your Company has complied with all the rules and regulations which are stipulated onthe 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 formspart of Directors' Report
21. CORPORATE GOVERNANCE
We strive to maintain high standards of Corporate Governance in all our interactionswith our stakeholders. The Company has conformed to the Corporate Governance code asstipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. A separate section on Corporate Governance along with a certificate from theAuditors confirming the level of compliance is attached and forms part of the Director'sor Board's Report.
22. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications independence and other matters as provided undersub-section (3) of Section 178 of the Companies Act 2013 is appended in Annexure A to theBoard's Report.
23. BOARD COMMITTEES
During the period under review the Board of Directors have reconstituted all thecommittees to comply the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (LODR).
The details of Boards Committees the Audit Committee the Nomination andRemuneration Committee and the Stakeholders Relationship Committee have been disclosedseparately in the Corporate Governance Report which is annexed to and forms part of thisAnnual Report.
Accordingly the Company has now Audit Committee Stakeholder Relationship Committee andNomination & Remuneration Committee constituted in accordance with provisions of(SEBI) LODR 2015). The details of members of these Committees are stated in CorporateGovernance Report annexed to this Annual Report separately.
24. SECRETARIAL AUDIT REPORT
The Secretarial Auditor has issued the Secretarial Audit Report for the financial year2016-17 pursuant to Section 204 of the Companies Act 2013 which is annexed to DirectorsReport (Refer Annexure B).
Director's Reply to Adverse remark by Secretarial Auditor:- During the Last QuarterCompany does not have proper Audit Committee as there was sudden vacation of office by allthe directors due to non-appointment at the 27th AGM.
25. INTERNAL CONTROL SYSTEMS
The Company has laid down certain guidelines processes and structure which enablesimplementation of appropriate internal financial controls across the organisation. Suchinternal financial controls encompass policies and procedures adopted by the Company forensuring the orderly and efficient conduct of business including adherence to itspolicies safeguarding of its assets prevention and detection of frauds and errors theaccuracy and completeness of accounting records and the timely preparation of reliablefinancial information. Appropriate review and control mechanisms are built in place toensure that such control systems are adequate and are operating effectively.
The Company has in all material respects an adequate internal financial controlssystem and such internal financial controls were operating effectively based on theinternal control criteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal Controls OverFinancial Reporting issued by The Institute of Chartered Accountants of India.
The Audit Committee reviews the reports submitted by the Internal Auditors and monitorsfollow-up and corrective action by Management.
26. BOARD EVALUATION
Your Company believes in striving and excelling through effective and efficient Boardmonitoring. As required under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 an evaluation of all the directors the Boardas a whole and its Committees was conducted based on the criteria and framework adopted bythe Board.
27. RELATED PARTY TRANSACTION
There were no related party transaction during the year under review other than thosedisclosed 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 employeesand other stakeholders can report matters such as generic grievances corruptionmisconduct illegality and wastage/misappropriation of assets of the Company. The policysafeguards the Whistle Blowers to report concerns or grievances and also provides directaccess to the Chairman of the Audit Committee.
30. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED
During the year under review the Company had not given any loan and guarantee madeany 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 DirectorsKey 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 madethere-under extract of the Annual Return is annexed to this report as Annexure C.
33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO.
The Company does not have any activity relating to Conservation of energy andtechnology absorption. However Company has taken necessary steps for conservation ofenergy 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 thatin the preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures if any has beenfurnished;
b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year 31stMarch 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 adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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. theDirectors had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively.
Explanation- For the purpose of this clause the term "internal financialcontrols" means the policies and procedures adopted by the Company for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information; f. the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
35. PARTICULARS OF EMPLOYEES
The Company does not have any employee drawing Remuneration as prescribed in terms ofsub-section 12 of section 197 of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules.
36. HUMAN RESOURCE & INDUSTRIAL RELATIONS
Industrial Relations were harmonious throughout the year. The Board wishes to place onrecord their sincere appreciation to the co-operation extended by all employees inmaintaining cordial relations and their commitment towards the growth of the Company.
Your Directors would like to express their sincere gratitude for the continued supportand cooperation extended by Shareholders Banks Government Departments and valuedcustomers 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 |