V R Films & Studios Ltd
Directors Reports
Dear Shareholders,
The Directors have pleasure in presenting their 13th Annual Report on the business and
operations together with the Audited Statement of Accounts of the Company for the year
ended 31st March, 2021.
1. FINANCIAL RESULTS
The Financial results are briefly indicated below:
| Particulars |
Amount |
|
|
2020-21 |
2019-20 |
| Revenue from Operations |
9,88,39,452 |
9,10,28,446 |
| Other Income |
10,68,460 |
15,09,894 |
| Total Revenue |
9,99,07,912 |
9,25,38,340 |
| Profit before tax |
2,40,95,430 |
2,50,88,077 |
| Tax Expense |
65,65,513 |
76,77,736 |
| Profit after tax |
1,75,29,917 |
1,74,10,341 |
| Equity share Capital |
1,37,20,000 |
1,37,20,000 |
| 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.
9,88,39,452 (Previous Year Rs. 9,10,28,446). The company earned Net Profit of Rs.
1,75,29,917 (Previous Year Rs. 1,74,10,341).
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 consolidated,
to enable comparability of the current year figures of accounts with the relative previous
year'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 position
of the Company which occurred between the end of the financial year of the Company to
which the financial statements relate and the date of this report.
The outbreak of corona virus (Covid-19) pandemic globally and in India is causing
significant disturbance and slowdown of economic activity. The company is into the
business of "Dubbing, Film Imports and Distribution". The company has evaluated
impact of this pandemic on its business operations. Based on the review and current
indicators of future economic conditions, as on current date, the Company has concluded
that the impact of Covid-19 is not material based on these estimates. Due to the nature of
pandemic, the Company will continue to monitor developments to identify significant
uncertainties 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 at
Rs.1,37,20,000divided into 13,72,000 equity shares of Rs. 10/- each.
4. DIVIDEND
Considering the financial results of the Company, the Board recommends payment of
dividend of Rs. 1.00 /- i.e 10% of fully paid up equity share of Rs.10 /- each for the
year 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. 1,75,29,917. 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 as
statutory auditors of the company for a period of one year in the 13th AGM i.e. till the
conclusion 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 qualification,
reservation or adverse remark. Further, in terms of section 143 of the Companies Act, 2013
read with Companies (Audit & Auditors) Rules, 2014, as amended, no fraud has been
reported by the Auditors of the Company where they have reasons to believe that an offence
involving fraud is being or has been committed against the company by officers or
employees of the company.
7. DEPOSITS
The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.Hence company
need not to give details related to deposits. There is no non-compliance of the provisions
of Chapter V of the Companies Act 2013.
8. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board has, on the recommendation of the Nomination & Remuneration Committee,
adopted a policy for selection and appointment of Directors, Key Managerial Personnel,
Senior Management and their remuneration.
-The Nomination & Remuneration Committee identifies and ascertains the integrity,
qualification, expertise and experience of the person for appointment as Director and
ensures that the candidate identified possesses adequate qualification, expertise and
experience for the appointment as a Director.
-The Nomination & Remuneration Committee ensures that the candidate proposed for
appointment as Director is compliant with the provisions of the Companies Act, 2013.
-The candidate's appointment as recommended by the Nomination and Remuneration
Committee requires the approval of the Board.
-In case of appointment of Independent Directors, the Nomination and Remuneration
Committee 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 duties
effectively.
-The Nomination and Remuneration Committee ensures that the candidate identified for
appointment as a Director is not disqualified for appointment under Section 164 of the
Companies Act, 2013.
9. CORPORATE GOVERNANCE
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate
Governance 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 Net
worth 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 with
the provisions of Corporate Governance shall not apply to the Company and it does not form
the 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 the
corporate governance voluntarily.
10. SUBSIDIARIES
At the end of the financial year under review none of the Company have become or ceased
to 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 read
with the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo during the reporting period is given
herein 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 |
7,22,14,896 |
4,02,32,983 |
| ii. Foreign Exchange Outgo in terms of actual outflows |
74,20,444 |
1,02,07,597 |
| iii. Foreign Travelling |
NIL |
5,78,693 |
12. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the company with related parties which may
have potential conflict with the interest of the company at large. Your Directors draw
your 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 such
transactions. However, as part of good corporate governance, all related party
transactions covered under Section 188 of the Act are approved by the Audit committee. The
FORM 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 Annual
Return in the prescribed format is appended to this Report as Annexure B and also
available on the website of the company at www.vrfilms.in. The copy of Annual Return is
available 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 with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, has appointed M/s. Jaymin Modi & Co. (CP. No. 16948), Practicing Company
Secretary, Mumbai as Secretarial Auditor of the Company to conduct the Secretarial Audit
as per the provisions of the said Act for the Financial Year 2020-21. A Secretarial Audit
Report 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 (Listing
Obligations and Disclosure Requirement) Regulations, 2015 (“Listing
Regulations”) the Management Discussion and Analysis of the Company for the year
under review is presented in a separate section forming the part of the Annual Report is
attached here with as Annexure D.
16. PARTICULARS OF EMPLOYEES
The information required under section 197 of the Companies Act, 2013 read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is 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 the
Regulators or Courts or Tribunals impacting the going concern status and Company's
operations.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees or investments covered under the
provisions of section 186 of the Companies Act, 2013 read with the Companies (Meetings of
Board 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 (Listing
Obligation and Disclosure Requirements), Regulations 2015, the provisions related to
Corporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable
to 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 suitably
qualified, experienced and competent. The members of the Board of Directors are persons
with considerable experience and expertise in Audit, Accounts, Finance, Administration and
Marketing. The Company is benefitted by the experience and skills of the Board of
Directors. The Independent Directors have made disclosures to the Board confirming that
there are no material, financial and/or commercial transactions between them and the
company 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 the
Company.
| 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 liable
to retire by rotation at the forthcoming Annual General Meeting and, being eligible,
offers himself for re-appointment. Your Directors recommends him for re-appointment.
Mr. Pawan Kumar Dutt (DIN: 01674642), Non-Executive Director of the Company, is liable
to retire by rotation at the forthcoming Annual General Meeting and, being eligible,
offers himself for re-appointment. Your Directors recommends him for re-appointment.
INDEPENDENT DIRECTORS
Independent Directors on your Company's Board have submitted declarations of
independence to the effect that they meet the criteria of independence as provided in
Section 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 Responsibility
Statement, 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 had
been followed along with proper explanation relating to material departures;
(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 and of
the profit 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 Companies Act, 2013 and Rules made
thereunder 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;
(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.
(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.
22. NUMBER OF BOARD MEETINGS AND ATTENDANCE
During the Financial year 2020-21, Twelve (12) board meetings were held. These were
held on 29th June, 2020, 01st September, 2020, 01st October, 2020, 15th October, 2020,
23rd October, 2020, 05th November, 2020, 08th November, 2020, 05th January, 2021, 19th
January, 2021, 28th January, 2021 and16th February, 2021. The interval between any two
meetings 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 SEBI
Listing Regulations, 2015, the independent directors held their separate meeting on
26thFebruary, 2021, without the attendance of non-independent directors and members of
Management, to inter alia discuss the following: review the performance of non-independent
directors and the Board as a whole; review the performance of the Chairperson of the
Company, taking into account the views of executive directors and non - executive
directors; assess the quality, quantity and timeliness of flow of information between the
Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties; and Review the responsibility of independent directors
with regard to internal financial controls. All independent directors were present at the
meeting.
The independent director's present elected Vaneeta Shridhar as Chairman for the
meeting, 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 furnished
regularly to the Board. To provide better Corporate Governance & transparency,
currently, your Board has three (3) Committees viz., Audit Committee, Remuneration &
Nomination Committee, Stakeholder Relationship Committee look into various aspects for
which they have been constituted. The Board fixes the terms of reference of Committees and
also delegate powers from time to time.
AUDIT COMMITTEE
The Audit Committee comprises of non-executive Independent Director and Director as its
Member. The Chairman of the committee is Independent Director.
During the Financial year 2020-21, Four (4) meeting of audit committee held on June 29,
2021; September 09, 2020; November 05, 2020 and February 10, 2021.
The Composition of Audit Committee and the details of meetings attended by the members
during 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 WITH
REASONS:
All the recommendations made by the Audit Committee are accepted and implemented by the
Board of Directors.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of non-executive Independent
Director and Director as its members. The Chairman of the Committee is an Independent
Director.
During the Financial year 2020-21, Two meeting of the Nomination and Remuneration
Committee 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 at
www.vrfilms.in
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The stakeholder relationship committee comprises non-executive Independent Director and
Director as its members. The Chairman of the Committee is an Non- Independent Director.
During the Financial year 2020-21, Two (2) meeting of Stakeholder Relationship
Committee 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 performance,
its various committees and individual directors pursuant to the provisions of the Act and
the Corporate Governance requirements as prescribed under Regulation 17(10), 25(4) and
other applicable provisions of the SEBI (LODR) Regulations.
Independent Directors:
The performance of each independent director was evaluated by the entire Board of
Directors (in the absence of the director getting evaluated) on various parameters like
engagement, leadership, analysis, decision making, communication, governance, interest of
stakeholders, etc. The Board was of the unanimous view that every Independent Director was
a 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 guiding
the management to achieving higher growth and continuance of each independent director on
the Board will be in the interest of the Company.
Non-Independent Directors:
The performance of all the non-independent directors was evaluated by the Independent
Directors at their separate meeting. Further, their performance was also evaluated by the
Board of Directors. The various criteria considered for the purpose of evaluation included
leadership, engagement, transparency, analysis, decision making, functional knowledge,
governance, stakeholders etc. The Board was of the unanimous view that all the
non-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 into
account their qualification, expertise and contribution and based on recommendations of
the Nomination and Remuneration Committee. Non- Executive Directors are eligible to
receive sitting fees for attending Board / Committee Meetings as decided by the Board
within 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 the
Board or Committee of the Board attended by him/her, of such sum as may be approved by the
Board 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 the
structure for 49 Executive Directors. On the recommendation of the Nomination &
Remuneration Committee the Remuneration paid/payable is approved by the Board of Directors
and by the members in the General Meeting in terms of provisions applicable from time to
time.
27. LISTING FEES:
The Annual Listing Fees for the Financial Year 2020-2021 have been paid to the
aforesaid Stock Exchange.
28. DEMATERIALIZATION OF SHARES AND LIQUIDITY
The Company has connectivity with NSDL & CDSL for dematerialization of its equity
shares. The ISIN No.INE06LG01010 has been allotted for the Company. 100% of the Company's
Paid-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 Complaints
Redress System the system of processing of investors complaints in a centralized web-based
complaints redress portal known as ‘SCORES'. The salient features of this system are:
centralized database of all Complaints, online upload Action Taken Reports (ATRs) by
concerned Companies and online viewing by investors of action taken on the complaints and
its current status. The Company is registered with SEBI under the SCORES system and as on
date 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”) is
L92100MH2007PLC177175.
31. INTERNAL AUDITORS
The Company has appointed M/s. Himank Desai & Co. Chartered Accountants, as
Internal 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 Companies
Act, 2013, the Board has developed Internal Finance Control Policy to identify and
mitigate risks. The provisions of Regulation 21 of SEBI Listing Regulations 2015
pertaining 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 honesty,
integrity and ethical behavior in all its operations, the Company has formulated Vigil
Mechanism Policy. This policy aspires to encourage all employees to report suspected or
actual 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 (PREVENTION,
PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
&Redressal) Act, 2013 and an Internal Complaints Committee has been set up to redress
complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging
& redress the complaints. All employees (permanent, contractual, temporary, trainees
etc.) are covered under this policy. Pursuant to the requirements of Section 22 of Sexual
Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 read
with Rules 16 thereunder, the Company has not received any complaint of sexual harassment
during 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) Regulations,
2015, as amended from time to time, the code of conduct for prohibition of insider
trading, 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 the
purchase or sale of Company shares by the Directors and designated employees while in
possession of unpublished price sensitive information during the period of Trading Window
Closure. The Board is responsible for implementation of the Code. All Board of Directors
and 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 Company
Secretaries 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 to
lay down a Code of Conduct for its Directors and Senior Management, incorporating duties
of Directors as laid down in the Companies Act, 2013. The Board has adopted a Code of
Conduct for all Directors and Senior Management of the Company and the same has been
placed 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 for
their contribution and thanks to our valued clients, Bankers and shareholders for their
continued 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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