Dear Members,
Your Directors take pleasure in presenting the 34th Annual Report together
with Audited Statement of Accounts for the year ended 31s March, 2023.
1. FINANCIAL HIGHLIGHTS:
The highlights of the financial results of the Company for the year ended 31.03.2023 as
compared with the previous year are as follows:
|
|
|
|
(Rs. In Lakhs) |
| Particulars |
Standalone |
Consolidated |
|
For the year ended 31.03.2023 |
For the year ended 31.03.2022 |
For the Year ended 31.03.2023 |
For the Year ended 31.03.2022 |
| Revenue from operation |
- |
25.90 |
140.60 |
80.81 |
| Profit before Interest, Depreciation & Tax |
(66.52) |
(34.87) |
44.54 |
(1.15) |
| Less: Finance costs |
54.36 |
50.68 |
72.21 |
71.52 |
| Profit / [Loss] before Depreciation & Tax |
(120.88) |
(85.55) |
(27.67) |
(72.67) |
| Less: Depreciation & Amortization expenses |
4.99 |
5.87 |
57.33 |
63.63 |
| Profit / (Loss) before Taxation |
(125.87) |
(91.42) |
(85.00) |
(136.30) |
| Tax Expenses |
|
|
17.74 |
(0.58) |
| Profit for the Year |
(125.87) |
(91.42) |
(102.74) |
(135.73) |
| Other comprehensive Income for the Year, net of tax |
|
|
|
|
| Total comprehensive income income for the year, net of tax |
(125.87) |
(91.42) |
(102.74) |
(135.73) |
| Add: Balance in Profit & Loss Account |
(15,923.03) |
(15,831.61) |
(16,783.67) |
(16,647.95) |
| Profit Available for Appropriation |
(125.87) |
(91.42) |
(102.74) |
(135.73) |
| Appropriations |
|
|
|
|
| General Reserve |
|
|
|
|
| Dividend |
|
|
|
|
| Closing Balance |
(16,048.92) |
(15,923.03) |
(16,886.44) |
(16,783.67) |
2. PERFORMANCE REVIEW :
The business was affected due to lockdown and pandemic during the year 2021-22,
management is looking at and considering various avenues and opportunities in near future
to revive and establish the business.
3. DIVIDEND : In view of the accumulated losses, your Directors regret their
inability to declare any dividend.
4. SHARE CAPITAL
During the year under review company has not raised its share capital and the present
capital is Rs. 91,46,27,833 divided into 91,46,27,833 Equity shares of Re.1/- each.
5. FINANCIAL STATEMENTS
Your Company prepares its financial statements in compliance with the requirements of
Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting
Standards) Rules, 2015 and relevant amendment rules issued thereafter as notified under
Section 133 of the Companies Act, 2013, the relevant provisions of the Companies Act, 2013
and guidelines issued by the Securities and Exchange Board of India (SEBI), as applicable.
Further, in the financial statement for the year ending March 31, 2023, the financial
statements for the previous year ended March 31, 2022 and the Balance Sheet as at March
31, 2022, have been prepared and presented as per Ind AS. The financial statements have
been prepared on a historical cost basis, except for certain financial assets and
liabilities which have been measured at fair value. The financial statements are presented
in Indian Rupees (INR) and all values are rounded to the nearest lakhs, except when
otherwise indicated. The estimates and judgments relating to the financial statements are
made on a prudent basis so as to reflect a true and fair manner, the form and substance of
the underlying transactions and to reasonably present the state of affairs as on March 31,
2023.
6. CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements of the Company and its subsidiaries have been
prepared in accordance with the provisions of the Companies Act, 2013 ("the
Act") read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards
and the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015
("SEBI LODR Regulations") and it forms part of the Annual Report. Pursuant to
Section 129 (3) of the Act, a statement containing the salient features of the financial
statements of the subsidiary company for the F.Y. 2022-23 is attached to the Financial
Statements for the F.Y. 2022-23 in Form AOC-1. The Company will make available the said
financial statements and related detailed information of the subsidiary company upon
request by any member of the Company.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
During the year under review, the Company has no material changes or commitments
affecting the financial position of the company.
8. SUBSIDIARY COMPANY
In accordance with the provision to sub section (3) of Section 129 of the Companies
Act, 2013 (Act), the salient features of the financial Statement of the subsidiary Company
G V Studio City Limited are set out in the prescribed form AOC -1, which forms part of the
Annual Report. The said financial statements shall also be kept for inspection of Members
at the Registered Office of the Company.
9. BUSINESS OUTLOOK OF THE SUBSIDIARY
The Companys wholly owned subsidiary GV Studio City Limited is into the business of
providing a unique Miniplex having features like food court, leisure and entertainment
experience at moderate prices.
10. DIRECTORS:
Retirement and Re-appointments
Pursuant to the provisions of Section 152 of the Act and the Articles of Association of
the Company, Mr. Sadagopan Kamala Kannan (Din: 07535351) retires by rotation at the
ensuing Annual General Meeting of the Company and being eligible offers himself for
re-appointment. The Board recommends the aforesaid re appointment
Further Mr. Balagiri Vethagiri Vethagiri, Chief Executive Officer (CEO ) & Director
is appointed as Managing Director & . Chief Executive Officer (CEO) w.e.f. 4th
September 2023 on such terms and conditions as may be mutually agreed by Mr Balagiri
Vethagiri Vethagiri and the Board in accordance with the provisions of Law. He continues
to hold office as Cheif Executive Officer.
Brief profile of the respective Directors is annexed to the Notice convening the
ensuing Annual General Meeting.
11. MEETINGS OF THE BOARD
The meetings of the Board are scheduled at regular intervals to decide and discuss on
business performance, policies, strategies and other matters of significance. Detailed
information regarding the meetings of the Board is included in the report on Corporate
Governance, which forms part of the Boards Report.
12. KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key
Managerial Personnel (KMP) of the Company at present are Mr Balagiri Vethagiri Vethagiri,.
Chief Executive Officer & Managing Director; Mr. Vadakantarai Subramaniam Natarajan,
Chief Financial Officer (CFO) and Mr. Viswanathan Sridhar, Company Secretary (CS).
13. RELATED PARTY TRANSACTION
Related party transaction during the year under review are disclosed in relevant notes
and accounts.
14. RISK MANAGEMENT
The audit committee has robust process in place to identify key risks across the
organization and prioritize relevant action plans to mitigate these risks. It has
additional oversight in the area of financial risks and controls. Major risks identified
by the business and functions are systematically addressed through mitigating actions on a
continuing basis. The Internal Auditor of the Company prepares quarterly risk analysis
reports which are reviewed and discussed in the Audit Committee Meetings
15. ENVIRONMENTAL PROTECTION & POLLUTION CONTROL
The Company places great emphasis on compliance with pollution control norms where ever
applicable.
16. PUBLIC DEPOSITS
Your Company has not accepted any fixed deposits within the meaning of Section 73 of
the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
17. PREVENTION OF SEXUAL HARASSMENT During the year under review, the Company has
not received any complaints on sexual harassment and no complaints were pending to be
resolved as on March 31, 2023.
18. STATUTORY COMPLIANCES
Your Company has complied with all the relevant rules and regulations wherever
applicable.
19. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis is
set out in the Annual Report.
20. CORPORATE GOVERNANCE
The Company has complied with the Corporate Governance code as stipulated under the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate
section on Corporate Governance along with a certificate from the auditors confirming the
level of compliance is attached and forms part of the Boards Report.
21. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
Appended in Annexure A to the Boards Report.
22. BOARD COMMITTEES
The details of the Audit Committee, the Nomination and Remuneration Committee and the
Stakeholders Relationship Committee constituted in accordance with provisions of LODR have
been disclosed separately in the Corporate Governance Report which is annexed to and forms
part of this annual report.
23. BOARD EVALUATION
Your Company believes in striving and excelling through effective and efficient Board
monitoring. As required under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, an evaluation of all the directors, the Board
as a whole and its committees was conducted based on the criteria and framework adopted by
the Board.
24. STATUTORY AUDITORS
During the year under review Pursuant to the provisions of section 139 of the Companies
Act 2013, and rules framed thereafter M/s. CNGSN & Associates LLP, Chartered
Accountants, (Firm Registration No 004915S / S200036) was appointed as statutory auditors
of the Company from the conclusion of the 30th Annual General Meeting held on 27.09.2019
till the conclusion of 35th AGM to be held in the year 2024.
25. AUDITORS REPORT
The Statutory Auditor has provided qualified opinion in audit report and justification
for the same is mentioned in independent auditors report for both standalone and
consolidated financial statement for the year ended 31.03.2023.
26. BOARDS REPLY TO AUDITORS QUALIFICATION
The observations and comments given in the Auditors Report read together with notes to
accounts are self-explanatory and do not call for any further information and explanation
under Section 134(3)(f) of the Companies Act, 2013.
27. SECRETARIAL AUDIT REPORT
The Secretarial Auditor has issued the Secretarial Audit Report for the financial year
2022-23 pursuant to Section 204 of the Companies Act, 2013 which is annexed to the
Directors Report (Refer Annexure B).
28. SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2,
relating to Meetings of the Board of Directors and General Meetings, respectively.
29. INTERNAL CONTROL SYSTEMS
The Company has laid down certain guidelines, processes and structure, which enables
implementation of appropriate internal financial controls across the organization. Such
internal financial controls encompass policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of business, including adherence to its
policies, safeguarding of its assets, prevention and detection of frauds and errors, the
accuracy and completeness of accounting records and the timely preparation of reliable
financial information. Appropriate review and control mechanisms are built in place to
ensure that such control systems are adequate and are operating effectively.
30. POLICY
A) WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to
provide a formal mechanism to the Directors and employees to report their concerns about
unethical behavior, actual or suspected fraud or violation of the Companys Code of
Conduct or ethics policy. The policy safeguards the whistle blowers to report concerns or
grievances 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 Directors,
Key Managerial Personnel and Senior Management Personnel is disclosed in Annexure A.
C) CORPORATE SOCIAL RESPONSIBILITY (CSR)
Not applicable for the Company
31. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the notes to the financial statements provided in the Annual Report 2023.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
Relevant details given in notes forming part of financial statements Note 28 are self
explanatory.
33. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return in Form MGT-9 pursuant to Section 92 (3) of the Act and
Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed as "Annexure
C" to this Report
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO
Since the Company is not a manufacturing company, the disclosure relating to
conservation of energy and technology absorption is not applicable.
The Company does not have any foreign exchange inflow and outgo during the year.
35. DIRECTORS RESPONSIBILITY STATEMENT
The Board is of the opinion that the Companys internal financial controls were
adequate and operating effectively during the financial year 2022-23.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability, confirm that:
a. pursuant to Section 134(3)(c) of the Companies Act, 2013 your Directors submit that
in the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any, has been
furnished;
b. the directors have selected such accounting policies and applied them consistently
and made judgments and estimates 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 31st
March 2023 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 adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 the
Company and that such internal financial controls are adequate and were operating
effectively.
Explanation- For the purpose of this clause, the term "internal financial
controls" means the policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business, including adherence to Companys policies,
the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial information;
f. the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
36. PARTICULARS OF EMPLOYEES
The Company does not have any employee drawing Remuneration as prescribed in terms of
sub-section 12 of section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules.
37. HUMAN RESOURCE & INDUSTRIAL RELATIONS
Industrial Relations were harmonious throughout the year. The Board wishes to place on
record their sincere appreciation to the co-operation extended by all employees in
maintaining cordial relations and their commitment towards the growth of the Company.
38. ACKNOWLEDGEMENT
Your Directors would like to express their sincere gratitude for the continued support
and cooperation extended by Shareholders, Banks, Government Departments, and others, who
have contributed to the Company.
|
For and on behalf of the Board |
| Place: Chennai |
of Directors of G.V. Films Ltd |
| Date: 04.09.2023 |
-Sd- |
|
Sadagopan Kamala Kannan |
|
Chairman |
|
DIN:07535351 |
+91-9892691696
