Your Directors take pleasure in presenting the 30th Annual Report togetherwith Audited Statement of Accounts for the year ended 31st March 2019.
1. FINANCIAL HIGHLIGHTS
The highlights of the financial results of the Company for the year ended 31.03.2019 ascompared with the previous year are as follows:
| || |
(Rs. In Lacs)
| ||For the year ended 31.03.2019 ||For the year ended 31.03.2018 |
|Net Turnover ||- ||- |
|Profit/(Loss) before Interest Depreciation & Tax ||(2 372.73) ||(2 355.84) |
|Less: Finance costs ||45.66 ||42.23 |
|Profit/(Loss) before Depreciation & Tax ||(2418.39) ||(2 398.07) |
|Less: Depreciation & Amortization Expenses ||1.74 ||1.13 |
|Proft/(Loss) before Taxation ||(2 420.13) ||(2 399.20) |
|Less: Provision for tax || || |
|Current & Deferred tax ||NIL ||NIL |
|Proft/(Loss) after Tax ||(2 420.13) ||(2 399.20) |
|Balance brought forward ||(132 50.87) ||(10 851.66) |
|Provision for Dividend and Dividend tax ||NIL ||NIL |
|Transfer from General Reserve/ Capital || || |
|Reduction Adjustment ||NIL ||NIL |
|Balance carried to next year ||(1 57 671.00) ||(13 250.87) |
2. PERFORMANCE REVIEW
During the year under review the company did some operational activity throughmarginally. The management is sincerely trying to revive the business of the company andlooking at the various avenues available for them. During the year under review the boardis trying to give a new direction to the company by which the company may recover and getback its lost glory.
In view of the accumulated losses your Directors regret their inability to declare anydividend.
4. SHARE CAPITAL
During the year under review company has allotted 546000000 equity shares of Re.1/-each on preferential basis to Mr. Ganesh Kadhrivelan Issari Mr.Mahadevan Ganesh andMr.Balakumar Vethagiri Giri on 31.03.2018 as a result the paid up Equity Share capital ofthe Company has changed during the year from 368627833 shares of Re.1/- each to914627833 shares of Re.1/- each.
5. CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements of the Company are prepared in accordance withthe provisions of Section 129 of the Act 2013 read with the Companies (Accounts) Rules2014 and Regulation 33 of the Listing Regulations along with a separate statementcontaining the salient features of the financial performance of subsidiaries / associatesin the prescribed form. The audited consolidated financial statements together withAuditors' Report form part of the Annual Report. The audited financial statements of thesubsidiary companies will be made available to the Shareholders on receipt of a requestfrom any Shareholder and it has also been placed on the website of the Company. This willalso be available for inspection by the Shareholders at the Registered Office as mentionedin the Notice of AGM.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
During the year under review company has allotted 546000000 equity shares of Re.1/-each on preferential basis to Mr. Ganesh Kadhrivelan Issari Mr.Mahadevan Ganesh andMr.Balakumar Vethagiri Giri.
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 M/sGV Studio City Limited are set out in the prescribed form A O C -1 which forms part ofthe Annual Report. The said financial statements shall also be kept for inspection ofMembers at the Registered Office of the Company. The Company will provide free of cost acopy of the financial Statement in respect of its subsidiary to any Member of the Companyupon receipt 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 the affordable prices.
9. DIRECTORS a. Inductions
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 Ms.Vithika Balagiri wasappointed as Director of the company liable to retire by rotation during the year underreview.
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. Ganesh Kadhirvelan Issari Mrs. Isari Ganesh Arthi retires by rotation atthe ensuing Annual General Meeting of the Company and being eligible offers themselves forreappointment.
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. During the year under review Mr. Bala Kumar Vethagiri Giri ManagingDirector resigned from Board.
10. 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. The scheduleof the meetings are circulated in advance to ensure proper planning and effectiveparticipation in meetings. Detailed information regarding the meetings of the Board areincluded in the report on Corporate Governance which forms part of the Board's Report.
11. KEY MANAGERIAL PERSONNEL
During the year under review Mr. Balakumar Vethagiri Giri was appointed as CEO of theCompany on 23rd June 2018. Further Mr. S.P. Dhanaraj CFO of the companyresigned on 15.02.2019 and Mr. V.S Natarajan appointed as CFO of the Company with effectfrom 15.02.2019.
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 Year2018-2019 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. CNGSN & Associates LLP Chartered Accountants (Firm Registration No004915S / S200036) are seeking appointment as statutory auditors of the Company from theconclusion of this Annual General Meeting (i.e 30th) till the conclusion of 35thAGM to be held in the year 2024.
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.
17. PUBLIC DEPOSITS
Your Company has not accepted any fixed deposits from the public during the financialyear ended 31st March 2019 and there are no outstanding deposits in terms of theCompanies (Acceptance of Deposits) Rules 2014.
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 Section22 of the sexual Harassment of women at Workplace (Prevention Prohibition and Redressal)Act 2013 read with Rule 14 the internal committee constituted under the said Act hasconfirmed that no Complaint / case has been filed / pending with the Company during theyear.
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
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 form part of the Annual Report.
21. CORPORATE GOVERNANCE
Your Company reaffirms its commitment to Corporate Governance and is fully compliantwith the requirements relating to Corporate Governance. A report on Corporate Governancepursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 form part of the Annual 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 LODR.The details of members of these Committees are stated in Corporate Governance Reportannexed to this Annual Report separately.
24. SECRETARIAL AUDIT REPORT
The Secretarial Auditor has issued the Secretarial Audit Report for the financial year2018-19 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.
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)
This provision 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 to 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 2019 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. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively. Explanation- For the purpose of this clause the term "internalfinancial controls" means the policies and procedures adopted by the Company forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information;
f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating 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 cooperation 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 co-operation extended by Shareholders Banks Government Departments and valuedcustomers and employees who have contributed to the Company.
|Place: Chennai ||For and on Behalf of the Board of |
|Date: 14.08.2019 ||Directors of GV Films Ltd |
| ||-sd- |
| ||Ganesh Kadhirvelan Issari |
| ||Director DIN: 00269445 |