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Giriraj Entertainment Ltd.

BSE: 532037 Sector: Media
NSE: N.A. ISIN Code: INE855D01013
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Giriraj Entertainment Ltd. (GIRIRAJENTERT) - Director Report

Company director report

GIRIRAJ PRINT PLAST LIMITED ANNUAL REPORT 2002-2003 DIRECTOR'S REPORT Your Directors have pleasure in presenting their Sixteenth Annual Report together with the Audited Statements of Accounts of the Company for the year ended March 31, 2003. FINANCIAL HIGHLIGHTS: PARTICULARS As on As on March 31, 2003 March 31, 2002 Net Profit/(Loss) before tax (9.75) (54.05) Less Provision for Tax - - Balance b/f (51.47) 2.58 Add: Reserves & Surplus (61.22) (51.47) Profit / (Loss) carried to Balance Sheet (61.22) (51.47) DIVIDENDS: The Board of Directors are unable to recommend any dividend for the year ended March 31, 2003 due to loss incurred by the Company. DIRECTORS: Smt. Roopa Sheth, Director of the Company retire by rotation at the forthcoming, Annual General Meeting and being eligible, offers herself for re-appointment. During the year under review, Mr. Harsh Sheth, Mr. Lona Innasu, Mr. Ramchander Murthy and Mr. Jaidev Chakravorty were appointed as the Additional professional Directors of the Company w.e.f. 13/12/2002. At the ensuing Annual General Meeting it is proposed to regularize appointment of Mr. Harsh Sheth, Mr. Lona lnnasu, Mr. Ramchander Murthy and Mr. Jaidev Chakravorty as the Directors of the Company. DIRECTORS RESPONSIBILITIES STATEMENT Pursuant to Section. 217(2AA) of the Companies Act, 1956. (i) That in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. (ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimated 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 and of the profit or loss of the Company for that period. (iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarging the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) that the directors had prepared the annual accounts on a going concern basis. CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing Agreement, a separate report on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of the, conditions of Corporate Governance are annexed to the Directors' Report. DISCLOSURE UNDER THIS STOCK EXCHANGE LISTING AGREEMENT In accordance with the amended listing Agreement with respective Stock Exchanges, it is hereby confirmed that the Company's Shares are listed at the Stock Exchanges at Mumbai (Regional Exchange for the Company), Ahmedabad and at Calcutta. FIXED DEPOSITS : The Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO; The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to the conservation of Energy and Technology Absorption is not been provided as the Company has not carried out any production during the year under review. AUDITORS M/s. B.M. Jhaveri &Co., Chartered Accountants, Mumbai, retire at the ensuing AGM and being eligible, offer themselves for re-appointment. PARTICULARS OF EMPLOYEES: The Company has no employees of the specified categories under Section 2 (2A) of the Companies Act, 1936, react with the Companies (Particulars of Employees) Rules, l975, as amended upto date. ACKNOWLEDGEMENTS The Board of Directors wishes to place on record its sincere appreciation for due co-operation received from the Company's Bankers. The Directors are also thankful to the employees at all levels for their continued support. For and On behalf of the Board of Directors. Place : Mumbai RAJESH SHETH Date : 07.08.2003 CHAIRMAN MANAGEMENT DISCUSSION AND ANALYSIS Looking to the present scenario and closure of the plastic manufacturing unit of the Company, The Board of Directors are of an opinion that, to revitalize the Company and its activities and the interest of the Investors The board had taken a stand to start with activities in any other field, accordingly proposed the change in the main object and activities of the Company and its name, applied for the same to R.O.C. which it approved by the Registrar of the Company. a. Industry Structure and Development : It was discussed and analyzed that, The Entertainment Industry is in Infant stage in India and having large potential in the field of Entertainment, production and distribution of the Entertainment products, Like : Feature films, T.V. related softwares and programmes, Documentary films, Short and educational films for the niche audience. Festival based Artistic cinema etc. With the increasing interest of international film makers and studio owners for making films in India shall largely increase the turnover of the Entertainment Industry and create lot of potential for the Companies involved in this Industry. Since India is largest country producing films and T.V software, The industry is well verse with the technology and having expert technocrafs and skilled workers at a very competitive rates, theses, and increasing demand will fetal flood and profitable business for the Company in the coming years, as well its trend of made to order products and tying up overseas business shall assure investment recovery of the product. b. Opportunities It was discussed and analyzed that Films are considered to he a Intellectual properties and accordingly considered as an Asset which generates or spins profits or super profits in else it is made technically well, The Company has taken team of directors who are proven technicians of the Entertainment Industry. Now with changing economic and environmental scenario India is considered to be a major player in Film and entertainment Industry, since it is a world's largest film and T.V. Software producing country. Opportunities for marketing other films as distributors in international market, which may fetch additional profitability's for the Company, which will help generating revenue and foreign currency for the country as well as the intellectual properties which are already produced but not explored internationally will generate exposure and returns for the producers. Now with changing marketing strategy, niche audience films are made, infect it assures many recovery of investment". It has added advantage of super profits if it becomes a hit. Such returns are possible only in this Medium. One more benefit is that the film workers are on free-lance basis available and company dose not have to generate fix employment, which minimizes the fixed overheads. and threat: It was discussed and analyzed brat, The Indian films are produced in comparatively in tiny budget, The film industry is a show business, where in the promotion plays very vital roll, information of the release of the film should reach people, and promoting it world wide requires lot off investment, recovering it, i5 not guaranteed, infect such investments are not available for tiny budgeted film. Films are basically Entertainment medium and many options are available for the same. c. Segment-wise or Product wise performance: It was discussed and analyzed that, The company has not yet started the activities, once the official formalities are completed, the Company shall eider in to budget cinema production initially and create infrastructure for marking the product since the marketing of the product plays major roll in success of even a technically excellent product. The Company shall create the resource to parallel other zones like, tele-films, T.V series production, Documentary and short films. Focus more on made to order products or assigned opportunities to minimize the business risk. d. Out look It was discussed and analyzed that, the Entertainment industry is a glamorous field may fetch up large exposure required for the development of brand equity and not only sustaining since last 100 years, of its existence. It is still improving observed that no other, product or industry has sustained or survived for so long and achieved consistent and phenomenal growth even after 100 year of existence. As on date it is considered to be in an infant stage after globalization. e. Risks and Concerns : The threat is also that, the production takes longer gestation period or time to complete the film. Since in these medium, performance based, involvement of many people specially the actors, in case of any kind of casualty may hamper the project. f. Internal control system and their adequacy It was discussed and analyzed that, the Company shall install monitoring system by adopting computer software which are available in the market to monitor budgeting, technical excellence, product analyses etc in the due course. g. Discussion of financial performance with respect to operational performance It was discussed and analyzed that, Since the company has yet to start activities and over coming other past business pending resolutions, the company shall resort to its financial requirement at a very minor percentages, to initiate the activities the company shall focus only on the distribution activities to strengthen the marketing strength, or start with only those products which are having firm tie up or made to order projects. h. Material development in Human Resources/ Industrial Relation front, including number of people employed. It was discussed and analyzed that, the Company has already employed required employees for the conduct of routine business shall not increase the employment strength, until Company becomes self reliance and starts generating consistency income, the Company shall get the work done on retainership basis to restrict the fixed outflow. The Entertainment business is the business where the human re-sourcing is most simple, ample skilled or even a technocrat is available on a phone call in any number on retainership basis.