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V R Films & Studios Ltd.

BSE: 542654 Sector: Media
NSE: N.A. ISIN Code: INE06LG01010
BSE 00:00 | 18 Aug 472.90 17.90
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NSE 05:30 | 01 Jan V R Films & Studios Ltd
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VOLUME 500
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P/E 35.13
Mkt Cap.(Rs cr) 65
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OPEN 444.95
CLOSE 455.00
VOLUME 500
52-Week high 605.25
52-Week low 157.70
P/E 35.13
Mkt Cap.(Rs cr) 65
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Dear Shareholders

The Directors have pleasure in presenting their 13th Annual Report on the business andoperations together with the Audited Statement of Accounts of the Company for the yearended 31st March 2021.

1. FINANCIAL RESULTS

The Financial results are briefly indicated below:

Particulars Amount
2020-21 2019-20
Revenue from Operations 98839452 91028446
Other Income 1068460 1509894
Total Revenue 99907912 92538340
Profit before tax 24095430 25088077
Tax Expense 6565513 7677736
Profit after tax 17529917 17410341
Equity share Capital 13720000 13720000
Earnings per share
Basic 12.78 12.69
Diluted 12.78 12.91

The Standalone Revenue from the operations (net) for the Financial Year 2020-21 was Rs.98839452 (Previous Year Rs. 91028446). The company earned Net Profit of Rs.17529917 (Previous Year Rs. 17410341).

There was no change in the nature of business of the company during the year.

The previous year figures have been restated rearranged regrouped and consolidatedto enable comparability of the current year figures of accounts with the relative previousyear's figures.

2. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial positionof the Company which occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.

The outbreak of corona virus (Covid-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. The company is into thebusiness of "Dubbing Film Imports and Distribution". The company has evaluatedimpact of this pandemic on its business operations. Based on the review and currentindicators of future economic conditions as on current date the Company has concludedthat the impact of Covid-19 is not material based on these estimates. Due to the nature ofpandemic the Company will continue to monitor developments to identify significantuncertainties in future periods if any.

3. SHARE CAPITAL

During the year under review there was no change in the Share Capital of the company.As at March 31 2021 the total paid-up share capital of the company stood atRs.13720000divided into 1372000 equity shares of Rs. 10/- each.

4. DIVIDEND

Considering the financial results of the Company the Board recommends payment ofdividend of Rs. 1.00 /- i.e 10% of fully paid up equity share of Rs.10 /- each for theyear ended 31st March 2021 on all equity shares.

5. TRANSFER TO RESERVE

The net profit of the company for F.Y. 2020-21 is Rs. 17529917. The profit of F.Y.2020-21 has been transferred to the surplus account.

6. AUDITORS & AUDITORS' REPORT

M/s. B. L. Dasharda & Associates. Chartered Accountants Mumbai were appointed asstatutory auditors of the company for a period of one year in the 13th AGM i.e. till theconclusion of the next Annual General Meeting to be held for the FY 2021-22.

The Auditors' Report for the fiscal 2021 does not contain any qualificationreservation or adverse remark. Further in terms of section 143 of the Companies Act 2013read with Companies (Audit & Auditors) Rules 2014 as amended no fraud has beenreported by the Auditors of the Company where they have reasons to believe that an offenceinvolving fraud is being or has been committed against the company by officers oremployees of the company.

7. DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.Hence companyneed not to give details related to deposits. There is no non-compliance of the provisionsof Chapter V of the Companies Act 2013.

8. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board has on the recommendation of the Nomination & Remuneration Committeeadopted a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration.

-The Nomination & Remuneration Committee identifies and ascertains the integrityqualification expertise and experience of the person for appointment as Director andensures that the candidate identified possesses adequate qualification expertise andexperience for the appointment as a Director.

-The Nomination & Remuneration Committee ensures that the candidate proposed forappointment as Director is compliant with the provisions of the Companies Act 2013.

-The candidate's appointment as recommended by the Nomination and RemunerationCommittee requires the approval of the Board.

-In case of appointment of Independent Directors the Nomination and RemunerationCommittee satisfies itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and dutieseffectively.

-The Nomination and Remuneration Committee ensures that the candidate identified forappointment as a Director is not disqualified for appointment under Section 164 of theCompanies Act 2013.

9. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation the Compliance with the CorporateGovernance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Networth not exceeding Rs. 25 Crore as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of aforesaid exemption (b); hence compliance withthe provisions of Corporate Governance shall not apply to the Company and it does not formthe part of the Annual Report for the financial year 2020-21.

It is Pertinent to mention that the Company follows Majority of the provisions of thecorporate governance voluntarily.

10. SUBSIDIARIES

At the end of the financial year under review none of the Company have become or ceasedto be subsidiaries joint ventures or associate companies.

11. STATEMENTSOF PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE

Information in accordance with the provisions of Section 134 (3)(m) of the Act readwith the Companies (Accounts) Rules 2014 regarding Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo during the reporting period is givenherein below:

A. CONSERVATION OF ENERGY Not Applicable
i. Steps taken or impact on conservation of energy. NIL
ii. Steps taken by the company for utilizing alternate sources of energy. NIL
iii. Capital investment on energy conservation equipment. NIL
B. TECHNOLOGY ABSORPTION Not Applicable
i. Efforts made towards technology absorption. NIL
ii. Benefits derived like product improvement cost reduction product development or import substitution. NIL
iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)- NIL
a) Details of technology imported.
b) Year of import.
c) Whether the technology has been fully absorbed.
d) If not fully absorbed areas where absorption has not taken place and the reasons thereof; and
e) Expenditure incurred on research & development.
C. FOREIGN EXCHANGE EARNINGS & OUTGO AMOUNT
2020-21 2019-20
i. Foreign Exchange Earnings in terms of actual inflows 72214896 40232983
ii. Foreign Exchange Outgo in terms of actual outflows 7420444 10207597
iii. Foreign Travelling NIL 578693

12. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the company with related parties which mayhave potential conflict with the interest of the company at large. Your Directors drawyour attention to notes to the financial statements for detailed related parties'transactions entered during the year. Accordingly as per third proviso to Section 188(1)of the Act no approval of the Board or Members / Shareholders is required for suchtransactions. However as part of good corporate governance all related partytransactions covered under Section 188 of the Act are approved by the Audit committee. TheFORM AOC- 2 is attached as Annexure - A with this report.

13. EXTRACT OF ANNUAL RETURN

In accordance with section 134(3)(a) of the Companies Act 2013 an extract of AnnualReturn in the prescribed format is appended to this Report as Annexure B and alsoavailable on the website of the company at www.vrfilms.in. The copy of Annual Return isavailable on the Website of the Company after conclusion of the AGM at www.vrfilms.in.

14. SECRETARIAL AUDIT REPORT

The Board of directors pursuant to Section 204 of the Companies Act 2013 read withRule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 has appointed M/s. Jaymin Modi & Co. (CP. No. 16948) Practicing CompanySecretary Mumbai as Secretarial Auditor of the Company to conduct the Secretarial Auditas per the provisions of the said Act for the Financial Year 2020-21. A Secretarial AuditReport for the Financial Year 2020-21 is annexed herewith as Annexure-C in Form MR-3.

15. MANAGEMENT DISCUSSION ANALYSIS REPORT

As required under Regulation 34 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirement) Regulations 2015 (“ListingRegulations”) the Management Discussion and Analysis of the Company for the yearunder review is presented in a separate section forming the part of the Annual Report isattached here with as Annexure D.

16. PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is presented in a separate section forming part of this Annual Report as ANNEXURE E.

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review there is no significant and material order passed by theRegulators or Courts or Tribunals impacting the going concern status and Company'soperations.

18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees or investments covered under theprovisions of section 186 of the Companies Act 2013 read with the Companies (Meetings ofBoard and its Powers) Rules 2014 during the Financial Year 2019-20.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In view of the Regulation 15(1) of the Securities and Exchange Board of India (ListingObligation and Disclosure Requirements) Regulations 2015 the provisions related toCorporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V are not applicableto the Company and hence the same is not given in the Report.

20. BOARD OF DIRECTORS

The Company is managed by well-qualified professionals. All directors are suitablyqualified experienced and competent. The members of the Board of Directors are personswith considerable experience and expertise in Audit Accounts Finance Administration andMarketing. The Company is benefitted by the experience and skills of the Board ofDirectors. The Independent Directors have made disclosures to the Board confirming thatthere are no material financial and/or commercial transactions between them and thecompany which could have potential conflict of interest with the company at large.

APPOINTMENTAND RESIGNATION OF DIRECTORS

During the period under review no Directors have appointed and resigned from theCompany.

SR NO CATEGORY/ DESIGNATION NAME OF THE DIRECTOR
i. Chairman and Managing Director Mr. Manish Satprakash Dutt
ii. Whole Time Director Mr. Krishi Satprakash Dutt
iii. Non-Executive Director Mr. Pawan Kumar Dutt
iv. Independent Director Mr. Vishnu Vithalbhai Patel
v. Independent Director Mrs.Vaneeta Sridhar

RETIREMENT BY ROTATION

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

Mr. Pawan Kumar Dutt (DIN: 01674642) Non-Executive Director of the Company is liableto retire by rotation at the forthcoming Annual General Meeting and being eligibleoffers himself for re-appointment. Your Directors recommends him for re-appointment.

INDEPENDENT DIRECTORS

Independent Directors on your Company's Board have submitted declarations ofindependence to the effect that they meet the criteria of independence as provided inSection 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

KEY MANAGERIAL PERSONS

The Present Composition of Key Managerial Personnel is as below:

SR NAME NO DESIGNATION DATE OF APPOINTMENT DATE OF CESSATION
1. Mr.Manish Satprakash Dutt Managing Director 31-12-2007 NA
2. Mr.Krishi Satprakash Dutt Whole-Time Director 31-12-2007 NA
3. Mr.Prasad Jagannath Sawant Chief Financial Officer 06-03-2019 NA
4. Ms. Aparna Ramesh Akadkar Company Secretary & Compliance Officer 14-01-2020 NA

21. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act with respect to Director ResponsibilityStatement the Board of Directors to the best of its knowledge and ability confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(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 and ofthe profit 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 Companies Act 2013 and Rules madethereunder for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

22. NUMBER OF BOARD MEETINGS AND ATTENDANCE

During the Financial year 2020-21 Twelve (12) board meetings were held. These wereheld on 29th June 2020 01st September 2020 01st October 2020 15th October 202023rd October 2020 05th November 2020 08th November 2020 05th January 2021 19thJanuary 2021 28th January 2021 and16th February 2021. The interval between any twomeetings was well within the maximum allowed gap of 120 days.

SR.NO NAME OF THE DIN CATEGORY BOARD MEETINGS
DIRECTOR HELD ATTENDED
1. Manish Satprakash Dutt 01674671 Managing Director 11 11
2. Krishi Satprakash Dutt 01674721 Whole-Time Director 11 11
3. Pawan Kumar Dutt 01674642 Non-Executive Director 11 1
4. Vishnu Vithalbhai Patel 01029694 Independent Director 11 1
5. Vaneeta Sridhar 08387830 Independent Director 11 1

23. INDEPENDENT DIRECTORS MEETING

In compliance with Schedule IV to the Companies Act 2013 and regulation 25(3) of SEBIListing Regulations 2015 the independent directors held their separate meeting on26thFebruary 2021 without the attendance of non-independent directors and members ofManagement to inter alia discuss the following: review the performance of non-independentdirectors and the Board as a whole; review the performance of the Chairperson of theCompany taking into account the views of executive directors and non - executivedirectors; assess the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties; and Review the responsibility of independent directorswith regard to internal financial controls. All independent directors were present at themeeting.

The independent director's present elected Vaneeta Shridhar as Chairman for themeeting deliberated on the above and expressed their satisfaction on each of the matters

24. COMMITTEES OF THE BOARD

Matters of policy and other relevant and significant information are furnishedregularly to the Board. To provide better Corporate Governance & transparencycurrently your Board has three (3) Committees viz. Audit Committee Remuneration &Nomination Committee Stakeholder Relationship Committee look into various aspects forwhich they have been constituted. The Board fixes the terms of reference of Committees andalso delegate powers from time to time.

AUDIT COMMITTEE

The Audit Committee comprises of non-executive Independent Director and Director as itsMember. The Chairman of the committee is Independent Director.

During the Financial year 2020-21 Four (4) meeting of audit committee held on June 292021; September 09 2020; November 05 2020 and February 10 2021.

The Composition of Audit Committee and the details of meetings attended by the membersduring the year are given below.

Sr. Name of the Director No. Status in Committee Nature Nature of Directorship No of Meetings Held & Entitled to Attend No of Meetings attended
1 Mr. Vishnu Vithalbhai Patel Chairman Non- Executive and Independent Director 4 4
2 Mr. Vaneeta Sridhar Member Non- Executive and Independent Director 4 4
3 Mr. Pawan Kumar Dutt Member Non-Executive and Non-Independent Director 4 4

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITHREASONS:

All the recommendations made by the Audit Committee are accepted and implemented by theBoard of Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of non-executive IndependentDirector and Director as its members. The Chairman of the Committee is an IndependentDirector.

During the Financial year 2020-21 Two meeting of the Nomination and RemunerationCommittee met on June 29 2020 and November 05 2020.

Sr. Name of the Director No. Status in Committee Nature Nature of Directorship No of Meetings Held & Entitled to Attend No of Meetings attended
1 Mr. Vishnu Vithalbhai Patel Chairman Non- Executive and Independent Director 2 2
2 Mr. Vaneeta Sridhar Member Non- Executive and Independent Director 2 2
3 Mr. Pawan Kumar Dutt Member Non-Executive and Non-Independent Director 2 2

The Nomination and remuneration policy available on the website of the company atwww.vrfilms.in

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The stakeholder relationship committee comprises non-executive Independent Director andDirector as its members. The Chairman of the Committee is an Non- Independent Director.

During the Financial year 2020-21 Two (2) meeting of Stakeholder RelationshipCommittee were held on June 29 2020 and November 05 2020.

Sr. Name of the Director No. Status in Committee Nature Nature of Directorship No of Meetings Held & Entitled to Attend No of Meetings attended
1 Mr. Pawan Kumar Dutt Chairman Non- Executive and Non- Independent Director 2 2
2 Mr. Vishnu Vithalbhai Patel Member Non- Executive and Independent Director 2 2
3 Mr. Vaneeta Sridhar Member Non- Executive and Independent Director 2 2

25. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performanceits various committees and individual directors pursuant to the provisions of the Act andthe Corporate Governance requirements as prescribed under Regulation 17(10) 25(4) andother applicable provisions of the SEBI (LODR) Regulations.

Independent Directors:

The performance of each independent director was evaluated by the entire Board ofDirectors (in the absence of the director getting evaluated) on various parameters likeengagement leadership analysis decision making communication governance interest ofstakeholders etc. The Board was of the unanimous view that every Independent Director wasa reputed professional and brought his rich experience to the deliberations of the Board.The Board also appreciated the contribution made by all Independent Directors in guidingthe management to achieving higher growth and continuance of each independent director onthe Board will be in the interest of the Company.

Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. The various criteria considered for the purpose of evaluation includedleadership engagement transparency analysis decision making functional knowledgegovernance stakeholders etc. The Board was of the unanimous view that all thenon-independent directors were providing good business and people leadership

26. COMPANY'S POLICY RELATING TO PAYMEMT OF REMUNERATION TODIRECTORS

The Board determines the remuneration payable to the Executive Directors taking intoaccount their qualification expertise and contribution and based on recommendations ofthe Nomination and Remuneration Committee. Non- Executive Directors are eligible toreceive sitting fees for attending Board / Committee Meetings as decided by the Boardwithin the limits prescribed under the Companies Act 2013.

The Remuneration policy of the Company is as under:

Remuneration to Non Executive Directors:

A Non-Executive Director is eligible to receive sitting fees for each meeting of theBoard or Committee of the Board attended by him/her of such sum as may be approved by theBoard of Directors within the overall limits prescribed under the Act and the Companies[Appointment and Remuneration of Managerial Personnel] Rules 2014.

Remuneration to Executive Directors:

The Board in consultation with the Nomination & Remuneration Committee decides thestructure for 49 Executive Directors. On the recommendation of the Nomination &Remuneration Committee the Remuneration paid/payable is approved by the Board of Directorsand by the members in the General Meeting in terms of provisions applicable from time totime.

27. LISTING FEES:

The Annual Listing Fees for the Financial Year 2020-2021 have been paid to theaforesaid Stock Exchange.

28. DEMATERIALIZATION OF SHARES AND LIQUIDITY

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN No.INE06LG01010 has been allotted for the Company. 100% of the Company'sPaid-up Share Capital is in dematerialized form as on 31st March 2021

Further the Company does not have any Equity shares lying in the Suspense Account.

29. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

SEBI vide circular dated 3rd June 2011 introduced SCORES i.e. SEBI ComplaintsRedress System the system of processing of investors complaints in a centralized web-basedcomplaints redress portal known as ‘SCORES'. The salient features of this system are:centralized database of all Complaints online upload Action Taken Reports (ATRs) byconcerned Companies and online viewing by investors of action taken on the complaints andits current status. The Company is registered with SEBI under the SCORES system and as ondate of the preparation of Annual Report the same is NIL.

30. CORPORATE IDENTIFICATION NUMBER

The Company's CIN as allotted by the Ministry of Corporate Affairs (“MCA”) isL92100MH2007PLC177175.

31. INTERNAL AUDITORS

The Company has appointed M/s. Himank Desai & Co. Chartered Accountants asInternal Auditors of the Company for financial year 2021-22.

32. INTERNAL FINANCIAL CONTROLS & RISK MANAGEMENT

Pursuant to the provisions of Section 177(4) & Section 134(3)(n) of the CompaniesAct 2013 the Board has developed Internal Finance Control Policy to identify andmitigate risks. The provisions of Regulation 21 of SEBI Listing Regulations 2015pertaining to Risk Management Committee are not applicable to the company.

33. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honestyintegrity and ethical behavior in all its operations the Company has formulated VigilMechanism Policy. This policy aspires to encourage all employees to report suspected oractual occurrence of illegal unethical or inappropriate events (behaviors or practices)that affect Company's interest/image.

34. CREDIT RATING:

The company has not obtained any rating from any Credit Rating Agency during the year.

35. DISCLOSURE AS PER THE 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 16 thereunder the Company has not received any complaint of sexual harassmentduring the year under review.

Number of cases pending as on the beginning of the financial year Nil
Number of complaints filed during the financial year Nil
Number of cases pending for more than 90 days Nil
Number of cases pending at the end of end of the financial year Nil
Nature of action taken by the employer or District Officer NA

36. COMPLIANCES REGARDING INSIDER TRADING

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the code of conduct for prohibition of insidertrading as approved and adopted by the Directors and designated Employees of the Company.The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and designated employees while inpossession of unpublished price sensitive information during the period of Trading WindowClosure. The Board is responsible for implementation of the Code. All Board of Directorsand designated employees have confirmed compliance with the Code.

37. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by Institute of CompanySecretaries of India on Meeting of Board of Directors and General Meetings.

38. CODE OF CONDUCT

Regulations 17(5) of the SEBI (LODR) Regulations 2015 requires listed Companies tolay down a Code of Conduct for its Directors and Senior Management incorporating dutiesof Directors as laid down in the Companies Act 2013. The Board has adopted a Code ofConduct for all Directors and Senior Management of the Company and the same has beenplaced on Company's website (https://www.vrfilms.in/index.php/announcements/10).

39. ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation to all the Employees fortheir contribution and thanks to our valued clients Bankers and shareholders for theircontinued support.

For and on behalf of the Board of Directors

Sd/- Sd/-
Manish Satprakash Dutt Krishi Satprakash Dutt
Managing Director Whole-Time Director
DIN: 01674671 DIN: 01674721
Date:07th September 2021
Place: Mumbai

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