G V Films Ltd

Dear Members,

Your Directors take pleasure in presenting the 28^th Annual Report together with Audited Statement of Accounts for the year ended 31^th March, 2017.

1. FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company for the year ended 31.03.2017 as compared with the previous year are as follows:

2. PERFORMANCE REVIEW

During the year management of the Company has been taking necessary steps for exploiting the stock of film rights and other Internet rights. However the steps have not fructified generating any revenue.. As a result the Company has posted a Net Loss of Rs.9,29,44,220 as against loss of Rs.6,95,89,270 in the previous year.

Management of the Company under the direction of your Board of Directors continued to achieve the targets and of cutting down the cost of operations.

3. DIVIDEND

In view of the accumulated losses, your Directors regret their inability to declare any dividend.

4. SHARE CAPITAL

The Paid Up Equity Share capital of the Company has not changed during the year 2016-17.

5. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Audited Financial Statements of the Company have been prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of the Annual Report.

6. MATERIAL CHANGES AND COMMITMENTS

AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There was no material change during the year under review.

7. SUBSIDIARY COMPANY

In accordance with the proviso 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 A O C -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. The Company will provide, free of cost, a copy of the Financial Statement in respect of its subsidiary to any Member of the Company upon 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 the business of providing the blends of Miniplex and food court, leisure and entertainment experience at an affordable prices.

a. Inductions

Mr.Aswinkumar Kamala Kannan was appointed as as additional Director (independent) of the Company on 21.02.2017. Further Mr. Ishari Kadhirvelan Ganesh, Mrs Isari Ganesh Arthi are proposed to be appointed as Directors of the Company at the ensuing Annual General Meeting. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (the "Act") and the Articles of Association of the Company, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration committee Mr. Shanmuga Kumar Natarajan, and Mrs. Akilandeswari Venkata Subramanian are proposed to be appointed as Directors (Independent). They shall hold office, if appointed, upto a period of 5 years and not liable to retire by rotation. A declaration of Independence in compliance with Section 149(6) of the Companies Act, 2013, has been taken on record from all the Independent Directors of the Company A Notice along with requisite deposit has been received from a member proposing the candidature of above as Director and 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 of the Company, Mr. Mahadevan Ganesh retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment. The Board recommends the aforesaid appointment/ re-appointment of the Directors. Brief profile of the respective Directors is annexed to the Notice convening the ensuing Annual General Meeting.

During the year under review Mr. Sudhakar Mallapa Shetty, Mr. Sushil Shrinivas Shetty, Mr. Sushant Srinivas Shetty, Mr.Dinesh Mohan Naik and Mr. Shivkumar Bhanupratap Singh resigned from the board w.e.f 12.04.2016. However Mr.Sudhakar Mallapa Shetty, Mr.Sushil Srinivas Shetty & Mr.Suhan Sudhakar Shetty were appointed as Additonal Director and vacated the office of the director on the date of 27^th AGM due to Non Appointment. Again Mr.Sudhakar Mallapa Shetty was appointed as Additonal Director post 27^th AGM on 04.01.2017. Further Mr.Ishari Kadhrivelan Ganesh, Mrs.Ishari Ganesh Arthi, Mr.Gudupalle Nagamal Reddy, Mr.Thangavelu Pichandi, Mr.Navalpakkam Kuppan Rajendran vacated the office of the director due to their Non Appointment at the 27^th AGM.

Also Mrs. Deepthi Chanduru and Mr. Ishari Ganesh Arthi resigned from the board w.e.f. 23^rd June 2016.

10. MEETINGS OF THE BOARD

The meetings of the Board are scheduled at regular intervals to decide and discuss on the business performance, policies, strategies and other matters of significance. The schedule of the meetings are circulated in advance, to ensure proper planning and effective participation in meetings. Detailed information regarding the meetings of the Board are included in the report on Corporate Governance, which forms part of the Board's Report.

11. KEY MANAGERIAL PERSONNEL

There are no changes in key managerial Personnel during the year under review except their Company Secretary Mr.Viswanthan Sridhar resigned on 14.01.2017 and Mr. Bharat Aswani was appointed as Company Secretary of the Company w.e.f. 24.01.2017. Further Mr. Bharat Aswani resigned w.e.f. 23.4.2017 and Mrs. Parvinder Kaur appointed as new Company Secretary w.e.f. 16.5.2017. Also Mr. Suresh Amin Chief Financial Officer of the Company resigned w.e.f. 16.5.2017 and Mr. S.P. Dhanaraj was appointed as CFO w.e.f. 22.5.2017.

12. FINANCIAL STATEMENTS

The financial statements have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). These financial statements comply in all material respects with the Accounting Standards notified under section 133 of the Companies 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 GV Films Ltd together with its subsidiary. The financial statements of Financial Year 2016 - 2017 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 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.

14. RISK MANAGEMENT

The Audit Committee 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.

15. AUDITORS

Pursuant to the provisions of section 139 of the Companies Act 2013, and rules framed thereafter M/s. R. Ravindran & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company at the conclusion of 28^th Annual General Meeting till the conclusion of 30^th AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. The Directors recommend their appointment.

16. ENVIRONMENTAL PROTECTION & POLLUTION CONTROL

Your Company regards preservation of the environment as one of its primary social responsibilities. Accordingly, the Company places great emphasis on compliance with pollution control norms.

17. DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 during the year ended 31^st March 2017.

18. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company recognizes its responsibility and continues to provide a safe working environment for Women free from sexual harassment and discrimination.

Pursuant to Section 22 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 has confirmed that no Complaint / case has been filed / pending with the Company during the year.

19. STATUTORY COMPLIANCES

Your Company has complied with all the rules and regulations which are stipulated on the corporate sector from time to time by various Statutory Authorities.

20. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis is appended herewith and forms part of Directors' Report

21. CORPORATE GOVERNANCE

We strive to maintain high standards of Corporate Governance in all our interactions with our stakeholders. The Company has conformed to 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 Director's or Board's Report.

22. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on director's appointment and remuneration, including criteria for determining qualifications, independence and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 is appended in Annexure A to the Board's Report.

23. BOARD COMMITTEES

During the period under review, the Board of Directors have reconstituted all the committees to comply the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR).

The details of Boards Committees – the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee have been disclosed separately in the Corporate Governance Report which is annexed to and forms part of this Annual Report.

Accordingly the Company has now Audit Committee, Stakeholder Relationship Committee and Nomination & Remuneration Committee constituted in accordance with provisions of (SEBI) LODR 2015). The details of members of these Committees are stated in Corporate Governance Report annexed to this Annual Report separately.

24. SECRETARIAL AUDIT REPORT

The Secretarial Auditor has issued the Secretarial Audit Report for the financial year 2016-17 pursuant to Section 204 of the Companies Act, 2013 which is annexed to Directors Report (Refer Annexure B).

Director's Reply to Adverse remark by Secretarial Auditor:- During the Last Quarter Company does not have proper Audit Committee as there was sudden vacation of office by all the directors due to non-appointment at the 27^th AGM.

25. INTERNAL CONTROL SYSTEMS

The Company has laid down certain guidelines, processes and structure, which enables implementation of appropriate internal financial controls across the organisation. 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.

The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control, stated in the Guidance Note on Audit of Internal Controls Over Financial Reporting issued by The Institute of Chartered Accountants of India.

The Audit Committee reviews the reports submitted by the Internal Auditors and monitors follow-up and corrective action by Management.

26. 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.

27. RELATED PARTY TRANSACTION

There were no related party transaction during the year under review other than those disclosed in relevant notes and accounts.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR provisions 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 employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/misappropriation of assets of the Company. The policy safeguards the Whistle Blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee.

30. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year under review, the Company had not given any loan and guarantee, made any 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 Directors, Key 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 made there-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 and technology absorption. However Company has taken necessary steps for conservation of energy 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 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 31^st March 2017 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.

35. 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.

36. 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.

37. ACKNOWLEDGEMENT

Your Directors would like to express their sincere gratitude for the continued support and cooperation extended by Shareholders, Banks, Government Departments, and valued customers and employees, who have contributed to the Company.