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V R Films & Studios Ltd.

BSE: 542654 Sector: Media
NSE: N.A. ISIN Code: INE06LG01010
BSE 16:01 | 22 Jan 133.20 -14.80
(-10.00%)
OPEN

137.00

HIGH

137.00

LOW

133.20

NSE 05:30 | 01 Jan V R Films & Studios Ltd
OPEN 137.00
PREVIOUS CLOSE 148.00
VOLUME 3000
52-Week high 165.00
52-Week low 55.20
P/E 10.50
Mkt Cap.(Rs cr) 18
Buy Price 133.20
Buy Qty 1000.00
Sell Price 140.00
Sell Qty 1000.00
OPEN 137.00
CLOSE 148.00
VOLUME 3000
52-Week high 165.00
52-Week low 55.20
P/E 10.50
Mkt Cap.(Rs cr) 18
Buy Price 133.20
Buy Qty 1000.00
Sell Price 140.00
Sell Qty 1000.00

V R Films & Studios Ltd. (VRFILMSSTUD) - Director Report

Company director report

To

The Members

V R Films & Studios Limited

our Directors take pleasure in presenting the 11th Report on the businessand operations of your Company together with the Audited Financial Statements for the yearended 31st March 2019.

FINANCIAL HIGHLIGHT

The financial performance of your Company for financial Year 2018-19 and 2017-18 issummarized as below:

Particulars For the year ended 31st March 2019 (Rs In Lakhs) For the year ended 31st March 2018 (Rs In Lakhs)
Sales 55313172 127772816
Other Income 1133433 530231
Total Revenue 56446605 128303047
Profit before tax and depreciation 18866498 16706874
Profit before tax 17683546 14464117
Tax Expense 5236936 4558090
Profit after tax 12446610 9906027
Equity share Capital 10000000 100000
Book Value per share of Rs 10 each 46.04 3018.04
Earnings per share 12.45 990.60

FINANCIAL PERFORMANCE AND STATE OF COMPANY AFFAIRS

During the year under review your Company has recorded total revenue of Rs. 56446605against Rs. 128303047 in the previous year. Profit before Taxation for the financialyear ended 31st March 2019 increased to Rs. 17683546 as compared to Rs. 14464117 inthe previous year. Profit after Tax is Rs. 12446610 as compared to Rs. 9906027 in theprevious year.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to theReserves for the year under review.

DIVIDEND

The Board of Directors of the company recommends a dividend of Rs 1 per share (10% onface value) for the financial year ended 31st March 2019. The dividend subject toapproval of members will be paid within statutory period to those members whose namesappear in the register of members as on the date of book closure.

INITIAL PUBLIC OFFERINGS

Your company issued 372000 shares to the public on 12th April 2019 at therate of Rs 61 per share aggregating Rs 2.27 crore and the issue was oversubscribed to theextent of 1.53 times. The shares got listed on 30th April 2019.

DIRECTORS AND KEY MANAGERIAL PERSONS

The Composition of the Board and Key Managerial Persons of the Company as on 31stMarch 2019 were as follows:

Sr No. Name of the Director Designation Date of Appointment
1 Mr. Manish Satprakash Dutt M D (Key Managerial Person) 31-12-2007
2 Mr. Krishi Satprakash Dutt WTD (Key Managerial Person) 31-12-2007
3 Mr. Pawan Kumar Dutt Non-Executive Director 31-12-2007
4 Mr. Vishnu Vithalbhai Patel Independent Director 12-03-2019
5 Ms. Vaneeta Sridhar Independent Director 12-03-2019
6 Mr. Prasad Jagannath Sawant CFO (Key Managerial Person) 06-03-2019
7 Ms. Nidhi Natani CS (Key Managerial Person) 06-03-2019
Ms. Swati Sunil Talgaonkar CS (Key Managerial Person) *22-06-2019

DISCLOSURES BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) i.e.in Form MBP 1 intimation under Section 164(2) i.e. in Form DIR 8 and declaration as tocompliance with the Code of Conduct of the Company. All Independent Directors have alsogiven declarations that they meet the criteria of independence as laid down under Section149(6) of the Act.

RETIRE BY ROTATION

Mr. Manish Satprakash Dutt (DIN: 01674671) Managing Director of the Company is liableto retire by rotation at the forth coming Annual General Meeting and being eligibleoffers himself for re-appointment. Your Directors recommends him for re-appointment.

Mr. Krishi Satprakash Dutt (DIN: 01674721) Whole Time Director of the Company isliable to retire by rotation at the forth coming Annual General Meeting and beingeligible offers himself for re-appointment. Your Directors recommends him forre-appointment.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and otherCommittees. The manner in which the evaluation has been carried out has been covered inthe Corporate Governance Report.

MEETINGS

The details of the number of Board and Committee meetings of your Company held duringthe financial year indicating the number of meetings attended by each Director is set outin the Corporate Governance Report. The Composition of various committees of the Board ofDirectors is provided in the Corporate Governance Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System including Internal Financial Controlscommensurate with the size scale and complexity of its operations as approved by theAudit Committee and the Board. The Internal Financial Controls are adequate and workingeffectively. The scope and authority of the Internal Audit is laid down by the AuditCommittee and accordingly the Internal Audit Plan is laid out to maintain its objectivityand independence the Internal Auditors reports to the Chairman of the Audit Committee ofthe Board.

The Internal Auditors monitors and evaluates the efficiency and adequacy of internalcontrol system in the Company. Based on the report of internal audit processowners/concerned departments undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established/formed a vigil mechanism to deal with genuine concerns ofthe employees and Directors. All employees and Directors are made aware of the mechanism.The Company has established a system to ensure effective functioning of the mechanism.

COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 and an Internal Complaints Committee has been set up to redresscomplaints received regarding Sexual Harassment at workplace with a mechanism of lodging& redress the complaints. All employees (permanent contractual temporary traineesetc.) are covered under this policy. Pursuant to the requirements of Section 22 of SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 readwith Rules thereunder the Company has not received any complaint of sexual harassmentduring the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is disclosed separately as part of the annual report.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

EXTRACT OF ANNUAL REPORT

As required pursuant to section 92(3) of the Companies Act 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules 2014 (as amended) is furnished inthe Form MGT-9 as Annexure A to this report.

RELATED PARTY TRANSACTIONS

All related party transactions entered during the period under review were on arm'slength basis and in the ordinary course of business. In terms of Section 134(3)(h) of theCompanies Act 2013. There are no materially significant Related Party Transactionsentered into by the Company with Promoters Directors Key Managerial Personnel which mayhave a potential conflict with the interest of the Company at large.

As per applicable provisions of the Companies Act 2013 the details of contracts andarrangements with related parties in Form AOC 2 are annexed herewith as Annexure B.

The details of the transactions with Related Parties are provided in the accompanyingfinancial statements as required under Accounting Standard 18.

STATUTORY AUDITOR

Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s B. L. Dasharda & AssociatesChartered Accountants Mumbai hold office up to the conclusion of the ensuing AnnualGeneral Meeting of the Company. However their appointment as Statutory Auditors of theCompany is subject to ratification by the members at every Annual General Meeting. TheCompany has received a certificate from the said Statutory Auditors that they are eligibleto hold office as the Auditors of the Company and are not disqualified for being soappointed. Necessary resolution for ratification of appointment of the said Auditor isincluded in this Notice.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013 the Board of Directors of yourCompany has appointed M/s. Jaymin Modi & Co. Practicing Company Secretaries Mumbaias a Secretarial Auditors to conduct an Audit of secretarial records and compliances inaccordance with the provisions of Section 204 of the Companies Act 2013 for the financialyear 2019-2020. Since the Company was listed on BSE (SME) Platform from 30thApril 2019 Secretarial Audit Report is not applicable for the year ended 31stMarch 2019.

PUBLIC DEPOSITS

During the Financial Year 2018-19 under review the Company has neither invited noraccepted any public deposits within the meaning of Section 73 and 74 of the Companies Act2013 read with Companies (Acceptance of Deposit) Rules 2014. As such no specific detailsprescribed in Rule (8)(1) of the Companies (Accounts) Rules 2014 (as amended) areacquired to be given or provided.

CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform is exempted fromprovisions of corporate governance as per Regulation 15 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015. It ispertinent to mention that the Company follows majority of the provisions of the corporategovernance voluntarily.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

During the year the Company has not given any loan guarantee or provided security inconnection with the loan to any other body corporate or person or made any investmentshence no particulars of the loans guarantees or investments falling under the provisionsof Section 186 of the Companies Act 2013 are provided by the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant & material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section.

Composition:

NAME OF THE DIRECTOR CHAIRMAN/MEMBER NATURE OF DIRECTORSHIP
Vishnu Vithalbhai Patel Chairman Independent Director
Vaneeta Sridhar Member Independent Director
Pawan Kumar Dutt Member Non-Executive Director

Terms of reference:

The broad terms of reference of the Audit Committee are as under:

• Reviewing of the Company's financial reporting process and the disclosure of itsfinancial information

• To ensure that the financial statement is correct sufficient and credible.

• Recommending the appointment remuneration and terms of appointment of externalAuditor.

• Review and monitor the auditor's independence and performance and effectivenessof audit process.

• Approval or any subsequent modification of transactions of the company withrelated parties

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the Company wherever it is necessary.

• Monitoring the end use of funds raised through public offers and relatedmatters.

• Reviewing with management the Annual financial statements and half yearly andQuarterly financial results before submission to the Board.

• Reviewing periodically the adequacy of the internal control system.

• Discussions with Internal Auditor on any significant findings and follow upthere on.

NOMINATION AND REMMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013. The Composition of the Committee isin conformity with the provisions of the said Section.

Composition:

NAME OF THE DIRECTOR CHAIRMAN/MEMBER NATURE OF DIRECTORSHIP
Vishnu Vithalbhai Patel Chairman Independent Director
Vaneeta Sridhar Member Independent Director
Pawan Kumar Dutt Member Non-Executive Director

Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are as under:

• Formulation of the criteria for determining the qualifications positiveattributes and independence of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure size and composition of the Board;

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial Personneland Senior Management;

• Formulation of criteria for evaluation of Independent Directors and the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of Directors was constituted pursuant to theprovisions of Section 178(5) of the Companies Act 2013. The composition of the Committeeis in conformity with the provisions of the said section.

Composition:

NAME OF THE DIRECTOR CHAIRMAN/MEMBER NATURE OF DIRECTORSHIP
Pawan Kumar Dutt Chairman Non-Executive Director
Vishnu Vithalbhai Patel Member Independent Director
Vaneeta Sridhar Member Independent Director

Details of Investor's grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints ofthe Shareholders/Investors registered with SEBI at the end of the current financial yearended on 31st March 2019 are NIL.

Compliance Officer:

Ms. Swati Sunil Talgaonkar is the Compliance Officer of the Company for the abovepurpose.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act the Board of Directors to the best of theirknowledge and ability confirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there were no material departures;

b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

c) they had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

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

e) they had laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

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

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the statutory and externalconsultants and the reviews of the management and the relevant Board committees includingthe audit committee the Board is of the opinion that the Company's internal financialcontrols were adequate and effective during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 shall not be applicable to the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review. Further during the year under review the Company has neither earned norused any foreign exchange.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which this financial statementrelate and the date of this report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers regulatory bodies and other businessconstituents during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the commitment displayed by all executives officersand staff resulting in successful performance of the Company during the year.

Registered Office: By and on behalf of V R Films & Studios Limited
19 CHHADVA APTS Sd/-
SION-TROMBAY ROAD Manish Satprakash Dutt
CHEMBUR MUMBAI 400071 Managing Director (DIN: 01674671)
Place: Mumbai
Date: 29/07/2019

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