Your Directors take pleasure in presenting the 32nd Annual Report togetherwith Audited Statement of Accounts for the year ended 31st March 2021.
1. FINANCIAL HIGHLIGHTS :
The highlights of the financial results of the Company for the year ended 31.03.2021 ascompared with the previous year are as follows:
|Particulars || |
| ||For the year ended 31.03.2021 ||For the year ended 31.03.2020 ||For the Year ended 31.03.2021 ||For the Year ended 31.03.2020 |
|Revenue from operation || ||1062.50 ||23.77 ||1201.01 |
|Profit before Interest || || || || |
|Depreciation & Tax ||(52.61) ||(13.65) ||(77.35) ||92.31 |
|Less: Finance costs ||49.62 ||48.76 ||69.77 ||68.27 |
|Profit/(Loss) before || || || || |
|Depreciation & Tax ||(102.23) ||(62.41) ||(147.12) ||24.04 |
|Less: Depreciation & || || || || |
|Amortization expenses ||7.09 ||6.42 ||60.99 ||37.14 |
|Profit(Loss) before Taxation ||(109.32) ||(68.83) ||(208.11) ||(13.10) |
|Tax Expenses ||- ||- ||1.74 ||(41.73) |
|Profit for the Year ||(109.32) ||(68.83) ||(209.85) ||28.63 |
|Other comprehensive || || || || |
|Income for the Year net of tax ||- ||- ||- ||- |
|Total comprehensive income income for the year net of tax ||(109.32) ||(68.83) ||(209.85) ||28.63 |
|Add: Balance in Profit & || || || || |
|Loss Account ||(15722.27) ||(15653.44) ||(16438.09) ||(16466.72) |
|Profit Available for || || || || |
|Appropriation ||(109.32) ||(68.83) ||(209.85) ||28.63 |
|General Reserve || || || || |
|Dividend ||- ||- ||- ||- |
|Closing Balance ||(15831.59) ||(15722.27) ||(16647.94) ||(16438.09) |
2. PERFORMANCE REVIEW
During the year under review the company has not generated any operational Revenue.During the year the business is affected due to lockdown and pandemic and the managementis looking at and considering various avenues and opportunities in near future to reviveand establish the business.
In view of the accumulated losses your Directors regret their inability to declare anydividend.
4. SHARE CAPITAL
During the year under review company has not raised its share capital and stands as914627833 shares of Re.1/- each.
5. FINANCIAL STATEMENTS
Your Company prepares its financial statements in compliance with the requirements ofIndian Accounting Standards (Ind AS) notified under the Companies (Indian AccountingStandards) Rules 2015 and relevant amendment rules issued thereafter as notified underSection 133 of the Companies Act 2013 the relevant provisions of the Companies Act 2013and guidelines issued by the Securities and Exchange Board of India (SEBI) as applicable.Further in the financial statement for the year ending March 31 2021 the financialstatements for the previous year ended March 31 2020 and the Balance Sheet as at March31 2020 have been prepared and presented as per Ind AS. The financial statements havebeen prepared on a historical cost basis except for certain financial assets andliabilities which have been measured at fair value. The financial statements are presentedin Indian Rupees (INR) and all values are rounded to the nearest lakhs except whenotherwise indicated. The estimates and judgments relating to the financial statements aremade on a prudent basis so as to reflect in a true and fair manner the form and substanceof the underlying transactions and to reasonably present the state of affairs as on March31 2021.
6. CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements of the Company and its subsidiaries have beenprepared in accordance with the provisions of the Companies Act 2013 ("theAct") read with the Companies (Accounts) Rules 2014 applicable Accounting Standardsand the SEBI (Listing Obligations and Disclosure requirements) Regulations 2015("SEBI LODR Regulations") and it forms part of the Annual Report. Pursuant toSection 129 (3) of the Act a statement containing the salient features of the financialstatements of the subsidiary company for the F.Y. 2020-21 is attached to the FinancialStatements for the F.Y. 2020-21 in Form AOC-1. The Company will make available the saidfinancial statements and related detailed information of the subsidiary company uponrequest by any member of the Company.
The COVID-19 outbreak isn't just a massive pandemic that the world worries about; itpresents elevated levels of risk for global economies as well. Financial year 2020-21 wasone of the most challenging years for the Indian economy which faced several headwindsfrom a slowdown in domestic and global growth and geopolitical uncertainties. Themanagement has exercised due care in concluding significant accounting judgments andestimates inter alia recoverability of receivables impairment assessment of financialand non-financial assets reliability of inventory and accordingly noted to havesignificant impact on its financial statements.
8. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
During the year under review the Company has no material changes or commitmentsaffecting the financial position of the company.
9. SUBSIDIARY COMPANY
In accordance with the provision to sub section (3) of Section 129 of the CompaniesAct 2013 (Act) the salient features of the financial Statement of the subsidiary CompanyG V Studio City Limited are set out in the prescribed form AOC -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.
10. 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 the affordable prices.
11. DIRECTORS a. Induction
Pursuant to the provisions of the Companies Act 2013 (the "Act") and theArticles of Association of the Company the Board of Directors of the Company based on therecommendation of the Nomination and Remuneration committee Mr. Nirmal Anraj Gadhiya andMrs. Rohini Vacher were appointed as an Independent Directors of the Company to holdoffice office for a term of upto five (5) consecutive years with effect from July 31 2020to July 30 2025 not liable to retire by rotation during the year under review.
A declaration of Independence in compliance with Section 149(6) of the Companies Act2013 has been taken on record from all the 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 ofthe Company Mr. Ishari Ganesh Kadhirvelan retires by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible offers himself for re-appointment
Further Pursuant to the provisions of the Companies Act 2013 Mr. Balakumar VethagiriGiri is appointed as an Additional Director. Now the said Director is seeking to beappointed as Professional and Non-Executive Director of the Company being liable toretire by rotation.
The Board recommends the aforesaid appointment/ re appointment of the Directors. Briefprofile of the respective Directors is annexed to the Notice convening the ensuing AnnualGeneral Meeting. c. Resignations
During the year under review Mr. Pasupathy Mageshkumar (DIN: 03593734) and Mrs. NithyaKalyani (DIN: 03593732) tendered their resignation as a Non-Executive and Independentdirector of the Company with effect from the close of business hours on 31st July 2021 dueto their various commitments.
12. MEETINGS OF THE BOARD
The meetings of the Board are scheduled at regular intervals to decide and discuss onbusiness performance policies strategies and other matters of significance. Theschedules of the meetings are circulated in advance to ensure proper planning andeffective participation in meetings. Detailed information regarding the meetings of theBoard is included in the report on Corporate Governance which forms part of the Board'sReport.
13. KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel (KMP) of the Company are Mr. Balakumar Vethagiri Giri ChiefExecutive Officer CEO; Mr. Vadakantarai Subramaniam Natarajan Chief Financial Officer(CFO) and Mr. Viswanathan Sridhar Company Secretary (CS).
14. RELATED PARTY TRANSACTION
There were no related party transaction during the year under review other than thosedisclosed in relevant notes and accounts.
15. RISK MANAGEMENT
The audit committee has robust process in place to identify key risks across theorganization and prioritize relevant action plans to mitigate these risks. It hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the business and functions are systematically addressed through mitigating actions on acontinuing basis. The Internal Auditor of the Company prepares quarterly risk analysisreports which are reviewed and discussed in the Audit Committee Meetings
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 where ever applicable.
17. PUBLIC DEPOSITS
Your Company has not accepted any fixed deposits within the meaning of Section 73 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 andas such no amount of principal or interest on public deposits was outstanding as of theBalance Sheet date.
18. PREVENTION OF SEXUAL HARASSMENT
Your Company has complied with the provisions relating to the constitution of theInternal Complaints Committee under The Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013. The said Committee has been set up toredress complaints received regarding sexual harassment at the workplace. During the yearunder review the Company has not received any complaints on sexual harassment and nocomplaints were pending to be resolved as on March 31 2021.
19. STATUTORY COMPLIANCES
Your Company has complied with all the rules and regulations which are stipulated onthe corporate sectors time to time by various Statutory Authorities.
20. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34(2) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (theListing Regulations') the Management Discussion and Analysis is set out in the AnnualReport.
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 Board'sReport.
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
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 LODR.The details of members of these Committees are stated in Corporate Governance Reportannexed to this Annual Report separately.
24. 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.
The criteria for performance evaluation of the Board included aspects like Boardcomposition and structure; effectiveness of Board processes information and functioningetc. The criteria for performance evaluation of Committees of the Board included aspectslike the composition of Committees effectiveness of committee meetings etc. The criteriafor performance evaluation of the individual Directors included aspects on contribution tothe Board and Committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc. In addition theChairperson was also evaluated on the key aspects of his role.
25. STATUTORY AUDITORS
Pursuant to the provisions of section 139 of the Companies Act 2013 and rules framedthereafter M/s. CNGSN & Associates LLP Chartered Accountants (Firm Registration No004915S / S200036) was appointed as statutory auditors of the Company from the conclusionof Annual General Meeting (i.e 30th) till the conclusion of 35th AGM to be held in theyear 2024.
26. AUDITOR'S REPORT
The Statutory Auditor has provided qualified opinion in audit report and justificationfor the same is mentioned in independent auditor's report both standalone and consolidatedfinancial statement for the year ended 31.03.2021.
27. Board's Reply to Auditor's Qualification: The observations and comments given inthe Auditors' Report read together with notes to accounts are self-explanatory and do notcall for any further information and explanation under Section 134(3)(f) of the CompaniesAct 2013.
28. SECRETARIAL AUDIT REPORT
The Secretarial Auditor has issued the Secretarial Audit Report for the financial year2020-21 pursuant to Section 204 of the Companies Act 2013 which is annexed to DirectorsReport (Refer Annexure B). The Secretarial Audit report for the year under review does notcontain any qualification reservation or adverse remarks however disclosed about theorders passed by SEBI against the Company during the year under review.
29. SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2relating to Meetings of the Board of Directors' and General Meetings'respectively.
30. INTERNAL CONTROL SYSTEMS
The Company has laid down certain guidelines processes and structure which enablesimplementation of appropriate internal financial controls across the organization. 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.
A) WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism to the Directors and employees to report their concerns aboutunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct or ethics policy. The policy safeguards the whistle blowers to report concerns orgrievances and also provides direct access to the Chairman of the Audit Committee.
B) 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.
C) CORPORATE SOCIAL RESPONSIBILITY (CSR)
This provision of the Companies Act 2013 is not applicable for the Company
32. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in the Annual Report.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY
During the year under review The Deputy General Manger (DGM) of the InvestigationsDepartment-19 wing of the Securities and Exchange Board of India(SEBI) vide Show CauseNotice(SCN) in SCN No SEBI/HO/IVD/ID19/VA/OW/P/2020/0000013285/ 2 dated August 17th 2020alleged based on the interim order passed by SEBI on the 1st of September 2017 and thefindings of the Forensic Audit Report that the Company has violated Provisions of Section12(A)(a)(b) and (c) and Section 11(2)(i) and 11(2)(ia) of the SEBI Act 1992 Regulations3(b) (c) and (d) and Regulations 4(1) and 4(2) (f) and (r) of the Securities and ExchangeBoard of India(Prohibition of Fraudulent and Unfair Trade Practices Relating to SecuritiesMarket) Regulations 2003 (PFUTP) Regulations 4(1)(a)(b)(c)(e)(g) 4(2)(f)(ii)(6)&(7) 4(2)(f)(iii) (3)(6) and (12) Regulation 17(8) read with Part B ofSchedule II Regulation 33(2)(a) and Regulation 48 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (LODR) Regulations read with Section 21 of SCRA1956. The Company filed a settlement application with SEBI in respect of Show causenotice dated August 17 2020 and we also filed a compounding application for the sameoffenses with the ROC Mumbai. However the settlement application was rejected by SEBI onaccount of the Company not having paid the penalty in respect of the GDR transaction from2007 by the Securities Appellate Tribunal. Therefore SEBI initiated recovery proceedingsand froze the bank account of the Company. Soon after the penalty of Rs. 25 Lakhs waspaid as imposed by SEBI and the freeze was lifted. Following this the Company hasrefilled the settlement application and the same is being processed by the SettlementDivision of SEBI.
Further The Company received on 08.02.2021 an order u/s 37 of FEMA from the EnforcementDirectorate requesting details and documents with respect to the GDR transaction whichtook place in 2007. The Company has submitted whatever information was available from theexisting records.
34. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return in Form MGT-9 pursuant to Section 92 (3) of the Act andRule 12 of the Companies (Management and Administration) Rules 2014 is annexed as"Annexure C" to this Report
35. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO
Since the Company is not a manufacturing company the disclosure related toconservation of energy and technology absorption is not applicable. However Company hastaken 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.
36. DIRECTORS' RESPONSIBILITY STATEMENT
Based upon the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the Internal Statutoryand Secretarial Auditors and the reviews performed by the Management and the relevantBoard Committees including the Audit Committee the Board is of the opinion that theCompany's internal financial controls were adequate and operating effectively during thefinancial year 2020-21.
Accordingly pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 theBoard of Directors to the best of their knowledge and ability confirm that: a. pursuantto Section 134(3)(c) of the Companies Act 2013 your Directors submit that in thepreparation of the annual accounts the applicable accounting standards have been followedalong with proper explanation relating to material departures if any has been furnished;b. the directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year 31stMarch 2021 and of the profit and loss of the Company for that period; c. the Directors hadtaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d. the Directors had preparedthe annual accounts on a going concern basis; and e. the Directors had laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare 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.
37. 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.
38. HUMAN RESOURCE & INDUSTRIAL RELATIONS
Your Directors believe that the key to the success of any Company are its employees.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.
| ||For and on behalf of the Board |
| ||of Directors of G.V. Films Ltd |
| ||-Sd- |
|Place: Chennai ||Ishari Ganesh Kadhirvelan |
|Date: 06.09.2021 ||Chairman |
| ||DIN: 00269445 |