V R Films & Studios Ltd
Chairman Speech
Your company is engaged in the business of providing complete localization services for television, film and digital industry which consists of dubbing, mixing, subtitling, content editing and content localization services for movies, documentaries, audio books, games and TV programs in regional and international languages. Your company also acquires foreign language films mainly from Hollywood and Chinese film industry and dubs them in Indian Local language (Hindi, Tamil, Telugu etc.) and then distributes them theatrically or sub license to sub distributors across all licensed territories in all licensed languages including English.
Your Company works with large number of marque clients which includes Viacom 18 Media Private Limited, Bangla Entertainment Pvt. Ltd, Discovery Communications India, Paramount Pictures Corporation, Paramount Pictures International Limited, SDI Media Hong Kong Limited, Sony Pictures Networks India Private Limited, Zee Entertainment Enterprises Limited, ATL Media Limited (Mauritius), Genx Entertainment Limited, EPIC among others.
Your Company has experience of dubbing various languages, National and International such as English, Hindi, Tamil, Telugu, Malayalam, Punjabi, Bengali, Oriya, Urdu, Gujarati, Marathi, Malaysia, Mandarin, Thai, Russian and many more.
Demand for localized content has grown. Today Dubbing and subtitling is a flourishing business in India with Hollywood films, animation films and regional content at the heart of it. The dubbing industry in India is valued anywhere between Rs 100-120 crore.
Dubbing companies acquire customers organically. The major chunk of the business emerges from the television industry. But going forward, OTT platform could be the biggest source of business. Around 60% of the business is generated from the television industry, 30% from movies and the remaining 10% from OTT. In the future, OTT is likely to contribute 60% of the dubbing business.
According to the FICCI-EY media and entertainment industry report 2019, net box office collections of Hollywood films (including all dubbed versions) in India in 2018 was Rs 921 crores. About 7 to 8 years ago, the contribution from dubbed markets for Hollywood films was 20-25 % , now they bring in a minimum of 40%. With increased multiplex penetration, Hollywood films, especially dubbed versions are garnering audiences in tier two cities as well. India as a market has been moving up the charts on the global box office collection list and is a contender for the top contributor in the Asia- Pacific region (apart from China) in case of many films. Out of Rs 285 crore spent on marketing movies on TV in 2018, English films contributed 18%.
Your Company believes in maintaining a long term relationship with its customers. Your company aims to achieve this objective by adding value to its customers through the use of latest and updated technology, quality assurances and timely delivery of results The strategy is to acquire films for the Indian Sub-Continent comprising of India, Bangladesh, Pakistan, Sri Lanka, Maldives, Nepal and Bhutan and plan releases for each film on platforms like Theatrical, Satellite TV, VOD and Digital space including web series in this whole region.
Your Company is successful in building a strong client base for the business. This relationship has helped it in acquiring repeated business from its clients. Thus, the focus is on maintaining strong relationship with existing clients who will help the company in gaining competitive advantage in acquiring new clients and increasing business.
MANISH DUTT
MANAGING DIRECTOR
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V R Films & Studios Ltd
Directors Reports
To,
The Members,
V R Films & Studios Limited
our Directors take pleasure in presenting the 11th Report on the business
and operations of your Company together with the Audited Financial Statements for the year
ended 31st March, 2019.
FINANCIAL HIGHLIGHT
The financial performance of your Company for financial Year 2018-19 and 2017-18 is
summarized as below:
| Particulars |
For the year ended 31st March 2019 (Rs In Lakhs) |
For the year ended 31st March 2018 (Rs In Lakhs) |
| Sales |
55,313,172 |
127,772,816 |
| Other Income |
1,133,433 |
530,231 |
| Total Revenue |
56,446,605 |
128,303,047 |
| Profit before tax and depreciation |
18,866,498 |
16,706,874 |
| Profit before tax |
17,683,546 |
14,464,117 |
| Tax Expense |
5,236,936 |
4,558,090 |
| Profit after tax |
12,446,610 |
9,906,027 |
| Equity share Capital |
1,00,00,000 |
100,000 |
| Book Value per share of Rs 10 each |
46.04 |
3018.04 |
| Earnings per share |
12.45 |
990.60 |
FINANCIAL PERFORMANCE AND STATE OF COMPANY AFFAIRS
During the year under review, your Company has recorded total revenue of Rs. 56,446,605
against Rs. 128,303,047 in the previous year. Profit before Taxation for the financial
year ended 31st March, 2019 increased to Rs. 17,683,546 as compared to Rs. 14,464,117 in
the previous year. Profit after Tax is Rs. 12,446,610 as compared to Rs. 9,906,027 in the
previous year.
TRANSFER TO RESERVES
The Board of Directors of your Company has decided not to transfer any amount to the
Reserves for the year under review.
DIVIDEND
The Board of Directors of the company recommends a dividend of Rs 1 per share (10% on
face value) for the financial year ended 31st March 2019. The dividend, subject to
approval of members will be paid within statutory period, to those members whose names
appear in the register of members, as on the date of book closure.
INITIAL PUBLIC OFFERINGS
Your company issued 3,72,000 shares to the public on 12th April 2019 at the
rate of Rs 61 per share aggregating Rs 2.27 crore and the issue was oversubscribed to the
extent of 1.53 times. The shares got listed on 30th April 2019.
DIRECTORS AND KEY MANAGERIAL PERSONS
The Composition of the Board and Key Managerial Persons of the Company as on 31st
March, 2019 were as follows:
| Sr No. |
Name of the Director |
Designation |
Date of Appointment |
| 1 |
Mr. Manish Satprakash Dutt |
M D (Key Managerial Person) |
31-12-2007 |
| 2 |
Mr. Krishi Satprakash Dutt |
WTD (Key Managerial Person) |
31-12-2007 |
| 3 |
Mr. Pawan Kumar Dutt |
Non-Executive Director |
31-12-2007 |
| 4 |
Mr. Vishnu Vithalbhai Patel |
Independent Director |
12-03-2019 |
| 5 |
Ms. Vaneeta Sridhar |
Independent Director |
12-03-2019 |
| 6 |
Mr. Prasad Jagannath Sawant |
CFO (Key Managerial Person) |
06-03-2019 |
| 7 |
Ms. Nidhi Natani |
CS (Key Managerial Person) |
06-03-2019 |
|
Ms. Swati Sunil Talgaonkar |
CS (Key Managerial Person) |
*22-06-2019 |
DISCLOSURES BY DIRECTORS
The Directors on the Board have submitted notice of interest under Section 184(1) i.e.
in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to
compliance with the Code of Conduct of the Company. All Independent Directors have also
given declarations that they meet the criteria of independence as laid down under Section
149(6) of the Act.
RETIRE BY ROTATION
Mr. Manish Satprakash Dutt (DIN: 01674671), Managing Director of the Company, is liable
to retire by rotation at the forth coming Annual General Meeting and, being eligible,
offers himself for re-appointment. Your Directors recommends him for re-appointment.
Mr. Krishi Satprakash Dutt, (DIN: 01674721), Whole Time Director of the Company, is
liable to retire by rotation at the forth coming Annual General Meeting and, being
eligible, offers himself for re-appointment. Your Directors recommends him for
re-appointment.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations And
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration and other
Committees. The manner in which the evaluation has been carried out has been covered in
the Corporate Governance Report.
MEETINGS
The details of the number of Board and Committee meetings of your Company held during
the financial year, indicating the number of meetings attended by each Director is set out
in the Corporate Governance Report. The Composition of various committees of the Board of
Directors is provided in the Corporate Governance Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System including Internal Financial Controls,
commensurate with the size, scale and complexity of its operations as approved by the
Audit Committee and the Board. The Internal Financial Controls are adequate and working
effectively. The scope and authority of the Internal Audit is laid down by the Audit
Committee and accordingly the Internal Audit Plan is laid out to maintain its objectivity
and independence, the Internal Auditors reports to the Chairman of the Audit Committee of
the Board.
The Internal Auditors monitors and evaluates the efficiency and adequacy of internal
control system in the Company. Based on the report of internal audit, process
owners/concerned departments undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and corrective actions
thereon are presented to the Audit Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established/formed a vigil mechanism to deal with genuine concerns of
the employees and Directors. All employees and Directors are made aware of the mechanism.
The Company has established a system to ensure effective functioning of the mechanism.
COMMITTEE AND POLICY UNDER 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 thereunder, the Company has not received any complaint of sexual harassment
during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Regulation 34 of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is disclosed separately as part of the annual report.
SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards.
EXTRACT OF ANNUAL REPORT
As required pursuant to section 92(3) of the Companies Act, 2013 read with Rule 12(1)
of the Companies (Management and Administration) Rules, 2014, (as amended) is furnished in
the Form MGT-9 as Annexure A to this report.
RELATED PARTY TRANSACTIONS
All related party transactions entered during the period under review were on arm's
length basis and in the ordinary course of business. In terms of Section 134(3)(h) of the
Companies Act, 2013. There are no materially significant Related Party Transactions
entered into by the Company with Promoters, Directors, Key Managerial Personnel, which may
have a potential conflict with the interest of the Company at large.
As per applicable provisions of the Companies Act, 2013, the details of contracts and
arrangements with related parties in Form AOC 2 are annexed herewith as Annexure B.
The details of the transactions with Related Parties are provided in the accompanying
financial statements as required under Accounting Standard 18.
STATUTORY AUDITOR
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made
there under, the current auditors of the Company, M/s B. L. Dasharda & Associates
Chartered Accountants, Mumbai, hold office up to the conclusion of the ensuing Annual
General Meeting of the Company. However, their appointment as Statutory Auditors of the
Company is subject to ratification by the members at every Annual General Meeting. The
Company has received a certificate from the said Statutory Auditors that they are eligible
to hold office as the Auditors of the Company and are not disqualified for being so
appointed. Necessary resolution for ratification of appointment of the said Auditor is
included in this Notice.
SECRETARIAL AUDITOR
In terms of Section 204 of the Companies Act, 2013, the Board of Directors of your
Company has appointed M/s. Jaymin Modi & Co., Practicing Company Secretaries, Mumbai
as a Secretarial Auditors to conduct an Audit of secretarial records and compliances in
accordance with the provisions of Section 204 of the Companies Act, 2013 for the financial
year 2019-2020. Since the Company was listed on BSE (SME) Platform from 30th
April, 2019, Secretarial Audit Report is not applicable for the year ended 31st
March, 2019.
PUBLIC DEPOSITS
During the Financial Year 2018-19 under review, the Company has neither invited nor
accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act,
2013 read with Companies (Acceptance of Deposit) Rules, 2014. As such, no specific details
prescribed in Rule (8)(1) of the Companies (Accounts) Rules, 2014 (as amended) are
acquired to be given or provided.
CORPORATE GOVERNANCE
The Company being listed on the Small and Medium Enterprise platform is exempted from
provisions of corporate governance as per Regulation 15 of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. It is
pertinent to mention that the Company follows majority of the provisions of the corporate
governance voluntarily.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
During the year, the Company has not given any loan, guarantee or provided security in
connection with the loan to any other body corporate or person or made any investments
hence no particulars of the loans, guarantees or investments falling under the provisions
of Section 186 of the Companies Act, 2013 are provided by the Board.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant & material orders passed by the Regulators/Courts which
would impact the going concern status of the Company and its future operations.
DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS
AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section
177 of the companies Act, 2013. The composition of the Audit Committee is in conformity
with the provisions of the said section.
• Composition:
| NAME OF THE DIRECTOR |
CHAIRMAN/MEMBER |
NATURE OF DIRECTORSHIP |
| Vishnu Vithalbhai Patel |
Chairman |
Independent Director |
| Vaneeta Sridhar |
Member |
Independent Director |
| Pawan Kumar Dutt |
Member |
Non-Executive Director |
• Terms of reference:
The broad terms of reference of the Audit Committee are as under:
• Reviewing of the Company's financial reporting process and the disclosure of its
financial information
• To ensure that the financial statement is correct, sufficient and credible.
• Recommending the appointment, remuneration and terms of appointment of external
Auditor.
• Review and monitor the auditor's independence and performance and effectiveness
of audit process.
• Approval or any subsequent modification of transactions of the company with
related parties
• Scrutiny of inter-corporate loans and investments
• Valuation of undertakings or assets of the Company, wherever it is necessary.
• Monitoring the end use of funds raised through public offers and related
matters.
• Reviewing with management the Annual financial statements and half yearly and
Quarterly financial results before submission to the Board.
• Reviewing periodically the adequacy of the internal control system.
• Discussions with Internal Auditor on any significant findings and follow up
there on.
NOMINATION AND REMMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors was constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013. The Composition of the Committee is
in conformity with the provisions of the said Section.
• Composition:
| NAME OF THE DIRECTOR |
CHAIRMAN/MEMBER |
NATURE OF DIRECTORSHIP |
| Vishnu Vithalbhai Patel |
Chairman |
Independent Director |
| Vaneeta Sridhar |
Member |
Independent Director |
| Pawan Kumar Dutt |
Member |
Non-Executive Director |
• Terms of reference:
The broad terms of reference of the Nomination and Remuneration Committee are as under:
• Formulation of the criteria for determining the qualifications, positive
attributes and independence of Director;
• Devising a policy on Board diversity;
• Formulation of Remuneration policy;
• Review the structure, size and composition of the Board;
• Identifying and selection of candidates for appointment as Directors;
• Identifying potential individuals for appointment as Key Managerial Personnel
and Senior Management;
• Formulation of criteria for evaluation of Independent Directors and the Board.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of Directors was constituted pursuant to the
provisions of Section 178(5) of the Companies Act, 2013. The composition of the Committee
is in conformity with the provisions of the said section.
• Composition:
| NAME OF THE DIRECTOR |
CHAIRMAN/MEMBER |
NATURE OF DIRECTORSHIP |
| Pawan Kumar Dutt |
Chairman |
Non-Executive Director |
| Vishnu Vithalbhai Patel |
Member |
Independent Director |
| Vaneeta Sridhar |
Member |
Independent Director |
• Details of Investor's grievances/ Complaints:
The Company has not received any complaints during the year. The pending complaints of
the Shareholders/Investors registered with SEBI at the end of the current financial year
ended on 31st March, 2019 are NIL.
• Compliance Officer:
Ms. Swati Sunil Talgaonkar is the Compliance Officer of the Company for the above
purpose.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Board of Directors, to the best of their
knowledge and ability, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed and there were no material departures;
b) they had 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) they had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d) they had prepared the annual accounts on a going concern basis;
e) they had laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively;
f) they had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the statutory and external
consultants and the reviews of the management and the relevant Board committees, including
the audit committee, the Board is of the opinion that the Company's internal financial
controls were adequate and effective during the year under review.
CORPORATE SOCIAL RESPONSIBILITY
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)
Rules, 2014 shall not be applicable to the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(m) of the Companies
Act, 2013 in respect of conservation of energy and technology absorption have not been
furnished considering the nature of activities undertaken by the company during the year
under review. Further during the year under review, the Company has neither earned nor
used any foreign exchange.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year to which this financial statement
relate and the date of this report.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation of the co-operation and
assistance received from Shareholders, Bankers, regulatory bodies and other business
constituents during the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the commitment displayed by all executives, officers
and staff, resulting in successful performance of the Company during the year.
| Registered Office: |
By and on behalf of V R Films & Studios Limited |
| 19, CHHADVA APTS, |
Sd/- |
| SION-TROMBAY ROAD, |
Manish Satprakash Dutt |
| CHEMBUR, MUMBAI 400071 |
Managing Director (DIN: 01674671) |
| Place: Mumbai |
|
| Date: 29/07/2019 |
|
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