Dear Members,
Your directors take pleasure in presenting the 36th Annual
Report together with Audited Statement of Accounts for the year ended 31st March,
2025.
1. FINANCIAL HIGHLIGHTS
The highlights of the financial results of the Company for the year
ended 31.03.2025 as compared with the previous year are as follows:
(Rs. In Lakhs)
| Particulars |
Standalone |
Consolidated |
|
For the year ended 31.03.2025 |
For the year ended 31.03.2024 |
For the year ended 31.03.2025 |
For the year ended 31.03.2024 |
| Revenue from operation |
200.00 |
- |
200.00 |
58.15 |
| Profit before Interest, Depreciation &
Tax |
337.07 |
(66.83) |
227.83 |
(55.44) |
| Less: Finance costs |
319.86 |
55.81 |
319.98 |
55.83 |
| Profit/(Loss) before Depreciation & Tax |
17.21 |
(122.64) |
(92.15) |
(111.27) |
| Less: Depreciation & Amortization
expenses |
5.27 |
5.67 |
22.79 |
32.16 |
| Profit/(Loss) before Taxation |
11.94 |
(128.31) |
(114.94) |
(143.43) |
| Tax Expenses |
|
|
64.62 |
(100.59) |
| Profit for the Year |
11.94 |
(128.31) |
(179.56) |
(42.84) |
| Other comprehensive income for the Year, net
of tax |
- |
- |
|
- |
| Total comprehensive income for the Year, net
of tax |
11.94 |
(128.31) |
(179.56) |
(42.84) |
| Add: Balance in Profit & Loss Account |
(16,177.23) |
(16,048.92) |
(16,929.27) |
(16,886.43) |
| Profit Available for Appropriation |
11.94 |
(128.31) |
(179.56) |
(42.84) |
| Appropriations: |
|
|
|
|
| General Reserve |
- |
- |
- |
- |
| Dividend |
- |
- |
- |
- |
| Closing Balance |
(16,165.29) |
(16,177.23) |
(17,108.83) |
(16,929.27) |
2. PERFORMANCE REVIEW
During year under review company has started exploring its film Rights
and other activities related to that and has made a turnover of Rs 200 Lakhs and made a
Net profit of Rs.11.94 lakhs
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 raised its share capital from
the present capital of Rs. 91,46,27,833 divided into 91,46,27,833 Equity shares of Re.1/-
each to Rs. 186,46,27,833 divided into 186,46,27,833 Equity Shares of Re,1 each by fresh
issue of 95,00,00,000 Equity Shares of Rs.1 /- each on preferential basis.
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,
2025, the financial statements for the previous year ended March 31, 2025 and the Balance
Sheet as at March 31, 2025, 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, 2025.
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. 2024-25 is
attached to the Financial Statements for the F.Y. 2024-25 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 Company’s 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. PANKAJ BABULAL JAIN (Din: 07505027) Mr. VISHAL BABULAL
JAIN (Din: 07764267) Ms. CHHAYA BABULAL JAIN (Din: 10198345) Mr. VIJAYKUMAR SANTOSHCHAND
JAIN (Din: 00207377) are seeking to be appointed as Non-Executive Non-Independent
Directors of the Company subject to approval by the shareholders in the ensuing Annual
General Meeting of the Company. The Board recommend their appointment as their expertise
and presence will be beneficial to the company in the long run.
Also Mr. GUNASEELAN (Din: 08844406) and Mrs. GUNASEELAN INDIRANI (Din:
08844407) were appointed as an Additional Directors with effect from February 14 2025. Now
the said Directors are seeking to be appointed as a Directors of the company. The Board
recommend their appointment as their expertise and presence will be beneficial to the
company in the long run.
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 Board’s 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,
Chief Executive Officer (CEO & Managing Director) Mr. SHISHIR BALAGIRI, Chief
Financial Officer (CFO) and there is no change in Key Managerial Personnel during the year
under review.
13. RELATED PART Y 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, 2025.
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, however certain non-compliances and delayed filing happened due to non-availability
of Independent Director and financial Difficulties faced by the company. A separate
section on Corporate Governance along with a certificate from the Company Secretary in
Practice confirming the level of compliance is attached and forms part of the Board’s
Report.
21. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
Appended in Annexure A to the Board’s 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
The existing Auditor M/s. A. John Moris & Co, Chartered
Accountants, (Firm Registration No 007220S) continue to be statutory Auditor of the
Company hold office till the conclusion of 40th AGM to be held in the year
2029.
25 . AUDITOR’S REPORT
The Statutory Auditor has provided qualified opinion in audit report
and justification for the same is mentioned in independent auditor’s report for both
standalone and consolidated financial statement for the year ended 31.03.2025.
26 . BOARD’S REPLY TO AUDITOR’S 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 2023-24 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 Company's
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 2025.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
During the year under review, there is no Significant and Material
Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status
of the Company
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 Company’s internal financial
controls were adequate and operating effectively during the financial year 2024-25.
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 2025 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 Company’s 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 co-operation extended by Shareholders, Banks, Government
Departments, and others, who have contributed to the Company.
For and on Behalf of the Board of Directors of G.V. Films Ltd
| Place: Mumbai |
-sd- |
| Date: 06.11.2025 |
Balagiri Vethagiri |
|
CEO & Managing Director |
|
Din: 01735497 |
|