(t) Provisions, contingent liabilities and contingent assets: Provisions for legal claims, servicewarranties, volume discounts and returns are recognised when the Company has a presentlegal or constructive obligation as a result of past events, it is probable that an outflow ofresources will be required to settle the obligation and the amount can be reliably estimated.Provisions are not recognised for future operating losses. Where there are a number of similarobligations, the likelihood that an outflow will be required in\ settlement is determined byconsidering the class of obligations as a whole. A provision is recognised even if the likelihoodof an outflow with respect to any one item included in the same class of obligations may besmall. Provisions are measured at the present value of management's best estimate of theexpenditure required to settle the present obligation at the end of the reporting period. Thediscount rate used to determine the present value is a pre-tax rate that reflects current marketassessments of the time value of money and the risks specific to the liability. The increase inthe provision due to the passage of time is recognised as interest expense.
(i) Short-term obligations: Liabilities for wages and salaries, including non-monetary benefitsthat are expected to be settled wholly within 12 months after the end of the period in whichthe employees render the related service are recognised in respect of employees' services upto the end of the reporting period and are measured at the amounts expected to be paid whenthe liabilities are settled. The liabilities are presented as current employee benefit obligationsin the balance sheet.
(ii) Other long-term employee benefit obligations: The liabilities for earned leave are notexpected to be settled wholly within 12 months after the end of the period in which theemployees render the related service. They are therefore measured as the present value ofexpected future payments to be made in respect of services provided by employees up to theend of the reporting period using the projected unit credit method. The benefits arediscounted using the appropriate market yields at the end of the reporting period that haveterms approximating to the terms of the related obligation. Remeasurements as a result ofexperience adjustments and changes in actuarial assumptions are recognised in profit or loss.
The obligations are presented as current liabilities in the balance sheet if the entity does nothave an unconditional right to defer settlement for at least twelve months after the reportingperiod, regardless of when the actual settlement is expected to occur.
Company has not determined the gratuity liability and leave encashment in accordance withIndian Accounting Standard (Ind AS 19) "Employee Benefits
(v) Contributed equity: Equity shares are classified as equity. Incremental costs directlyattributable to the issue of new shares or options are shown in equity as a deduction, net oftax, from the proceeds.
(w) Dividends: Provision is made for the amount of any dividend declared, being appropriatelyauthorised and no longer at the discretion of the entity, on or before the end of the reportingperiod but not distributed at the end of the reporting period.
(x) Earnings per share: Basic earnings per share Basic earnings per share is calculated bydividing i) the profit attributable to owners of the Company ii) by the weighted averagenumber of equity shares outstanding during the financial year, adjusted for bonus elementsin equity shares issued during the year and excluding treasury shares (note 27). Dilutedearnings per share Diluted earnings per share adjusts the figures used in the determination ofbasic earnings per share to take into account: i) the after income tax effect of interest andother financing costs associated with dilutive potential equity shares, and ii) the weightedaverage number of additional equity shares that would have been outstanding assuming theconversion of all dilutive potential equity shares.
(y) Rounding off amounts: All amounts disclosed in the financial statements and notes havebeen rounded off to the nearest lakhs as per the requirement of Schedule III, unless otherwisestated.
(z) Regrouping of previous year's figures: Previous Year's figures have been re-groupedwherever necessary to conform to the Current Year's classification / disclosure
The preparation of financial statements requires the use of accounting estimates which, bydefinition, will seldom equal the actual results. Management also needs to exercisejudgement in applying the Company's accounting policies. This note provides an overview ofthe areas that involved a higher degree of judgement or complexity, and of items which aremore likely to be materially adjusted due to estimates and assumptions turning out to bedifferent than those originally assessed. Detailed information about each of these estimatesand judgements is included in relevant notes together with information about the basis ofcalculation for each affected line item in the financial statements.
The areas involving critical estimates or judgements are:
i) Estimation of current tax expense and payable - Note 22
ii) Estimated useful life of tangible asset - Note 3
Estimates and judgements are continually evaluated. They are based on historical experienceand other factors, including expectations of future events that may have a financial impact onthe Company and that are believed to be reasonable under the circumstances.
(ii) The title deeds, comprising all the immovable properties of land and buildings which arefreehold, are held in the name of the Company as at the balance sheet date. In respect ofimmovable properties of land and building that have been taken on lease and disclosed asfixed assets in the financial statements, the lease agreements are in the name of the Company.
(iii) The Company has not revalued its Property, Plant and Equipment
The Company presently has two classes of equity shares of Rs. 1 each. Each shareholder of equity share is entitledto one vote per share. In the event of liquidation, the equity shareholders are entitled to receive payments outof the remaining net assets of the Company after payment of claims of preference shareholders, securedcreditors if any and other preferential claims, in proportion to their shareholding.
This section explains judgements and estimates made in determining the fair values of the financial instrumentsthat are (a) recognised at measured at fair value and (b) measured at amortised cost for which the fair values aredisclosed in the financial statements. To provide an indication about the reliability of inputs used in determiningthe fair value, the Company has classified its financial instrument into three levels as prescribed under theaccounting standard.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes equityinstruments, traded bonds and mutual funds that have quoted price.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, trade bonds,Over-the-counter derivatives) is determined using valuation techniques which maximise the use of observablemarket data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair valuean instrument are observable, the instrument is included in Level 2.
Level 3: If one or more significant inputs is not based on observable market data, the instrument is included inLevel 3. This is the case for unlisted equity securities, contingent consideration and indemnification assetincluded in Level 3.
Note 25 (a): Financial Risk Management:
Financial Risk Management Framework
The Company's corporate treasury function provides services to the business, co-ordinates access to domesticfinancial markets, monitors and manages the financial risks relating to the operations of the Company throughinternal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risks(including currency risk), credit risk and liquidity risk. The Company does not use any derivative instruments tohedge these risks exposures.
The Board of directors reviews and agrees policies for managing each of these risks, which are summarizedbelow:
A) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument failsto meet its contractual obligations. Credit risk encompasses of both, the direct risk of default and the risk ofdeterioration of creditworthiness as well as concentration of risks. Financial instruments that are subject toconcentrations of credit risk principally consist of trade receivables, cash and cash equivalents, bank depositsand other financial assets. None of the other financial instruments of the Company result in materialconcentration of credit risk. Credit risk is controlled by analysing credit limits and creditworthiness of customerson a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit.
The carrying amount of the financial assets recorded in these financial statements, represents the maximumexposures to credit risk.
Impairment of financial assets: Trade receivables are subject to the expected credit loss model. Though, OtherFinancial assets including security deposits, cash and cash equivalents, other bank balances are also subject toimpairment requirement of Ind AS 109, the impairment loss was immaterial. Further, trade receivables fromother than related parties are only subject to the expected credit loss model for the Company. Based on pasttrends, impairment loss on related party trade receivables was immaterial.
B) Liquidity risk:
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company managesliquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast andactual cash flows and by matching maturing profiles of financial assets and financial liabilities in accordance withthe approved risk management policy of the Company
(i) Foreign currency risk
The Company undertakes transactions denominated in foreign currencies and consequently, exposures toexchange rate fluctuation arises. The Company does not enter into trade financial instruments includingderivative financial instruments for hedging its foreign currency risk. The appropriateness of the risk policy isreviewed periodically with reference to the approved foreign currency risk management policy followed by theCompany.
Foreign currency risk exposure
The Company's exposure to foreign currency risk at the end of the reporting period expressed in INR are asfollows:
Sensitivity
The following table details the Company's sensitivity to a 5% increase and decrease in INR against the relevantforeign currencies. 5% is the rate used in order to determine the sensitivity analysis considering the past trendsand expectation of the management for changes in the foreign currency exchange rate. The sensitivity analysisincludes the outstanding foreign currency denominated monetary items and adjusts their translation at theperiod end for a 5% change in foreign currency rates. A positive number below indicates a increase in profit /decrease in loss and increase in equity where the INR strengthens 5% against the relevant currency. For a 5%weakening of the INR against the relevant currency, there would be a comparable impact on the profit or lossand equity and balance below would be negative.
ii) Cash flow and fair value Interest rate risk:
(a) Interest rate risk exposure:
The exposure of the Company's borrowing to interest rate changes at the end of the reporting period arenegligible.
Note 25 (b): Capital management:
(i) Risk management:
The Company manages its capital to ensure maximizing the return to the stakeholders through the optimizationof the debt and equity balance. The Company monitors capital using a ratio of ' adjusted net debt' to 'equity'.For this purpose, adjusted net debt is defined as aggregate of borrowings, less cash and cash equivalents.
The Company has a single operating segment, namely, 'Production, processing and editing of films', and theinformation reported to the Chief Operating Decision Maker (CODM) for the purposes of resource allocation andassessment of performance focusses on this operating segment. Accordingly, the amounts appearing in thesefinancial statements relate to this operating segment.
B1. Contingencies not provided for1 SEBI Investigations:
The Securities and Exchange Board of India (SEBI) commenced an investigation into the matters of the Companyvide an Order dated June 23rd,2017 in respect of the Global Depository Receipt(GDRs) Issue transaction duringthe period 1st of March 2007 and 30th of April 2007(hereinafter referred to as "investigation period"). TheAdjudicating Officer (AO) was appointed vide the Order dated 23rd June,2017 to inquire into and adjudge underSection 15HA of the SEBI Act and Section 23E of Securities Contract Regulation Act (SCRA), 1956, the allegedviolation of the provisions of Section 12A(a), (b) and (c) of SEBI Act, 1992 read with Regulations 3(a), (b), (c) &(d), 4(1), 4(2) (f), (k) and (r) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to FUTP)Regulations, 2003 (hereinafter referred to as "SEBI PFUTP Regulations, 2003"), Section 21 of SCRA, 1956 readwith Clause 36(7) of the listing agreement by the Company. Further, inquiry was conducted under Section 15HAof the SEBI Act for the alleged violation of the provisions of Section 12A(a), (b) and (c) of SEBI Act, 1992 read withRegulations 3(a), (b), (c) & (d), 4(1) of SEBI PFUTP Regulations by certain Directors and employee(s) of theCompany during the investigation period (hereinafter referred to as "Other Parties").
A common Show Cause Notice(SCN) was issued to the Company and Other Parties during the investigation periodunder the provisions of Rule 4 (1) of the Adjudication Rules and Rule 4 of SCR Adjudication Rules, to show causeas to why an inquiry should not be held against them and the Company and why penalty should not be imposedon Company under the provisions of Sections 15HA of the SEBI Act and Section 23E of SCRA, 1956 and on theOther Parties under the provisions of Section 15HA of SEBI Act, for the aforesaid alleged violations.
The Company, vide letter dated July 17th, 2018, made its submissions through its legal representatives, andrefuted all the allegations levelled against it and the Other Parties in the SCN.
On consideration of the Issues, evidences and findings, the AO passed an Adjudication Order against theCompany in Order No: ORDER/PM/RR/2019-20/6630-6635 dated January 29th,2020 issuing a Direction andimposing a penalty as under:
Direction - In exercise of powers conferred under Sections 11, 11B read with Section 19 of the Securities andExchange Board of India Act, 1992, the Company is restrained from accessing the Securities Market including byissuing prospectus, offer document or advertisement soliciting money from the public and is further prohibitedfrom buying, selling or otherwise dealing in securities, directly or indirectly in any manner, for a period of fiveyears from the date of the order.
Penalty - A penalty of Rs.25 Lakhs levied on the Company under Section 15HA of the SEBI Act, 1992 and Section23E of the SCRA, 1956.
Similarly, Directions and Penalties were given/levied on the Other Parties by the AO vide the Order in Order No:ORDER/PM/RR/2019-20/6630-6635.
In respect of the queries raised by the Securities and Exchange Board of India (SEBI) in relation to the preferentialallotment of 5,460 Lakhs equity shares of Rs.1/- each equally to Mr. Ishari Kadhrivelan Ganesh, Mr. MahadevanGanesh and Mr. Balakumar Vethagiri Giri respectively during the Financial Year 2017-18, the Company is gave itssubmissions from time to time and hopes to resolve the issues within a short span of time.
The Deputy General Manger (DGM) of the Investigations Department-19 wing of the Securities and ExchangeBoard of India(SEBI) vide Show Cause Notice(SCN) in SCN No SEBI/HO/IVD/ID19/VA/OW/P/2020/0000013285/2dated August 17th 2020 alleged , based on the interim order passed by SEBI on the 1st of September 2017 andthe findings of the Forensic Audit Report that the Company has violated Provisions of Section 12(A)(a),(b) and(c) and Section 11(2)(i) and 11(2)(ia) of the SEBI Act 1992, Regulations 3(b), (c) and (d) and Regulations 4(1) and4(2) (f) and (r) of the Securities and Exchange Board of India(Prohibition of Fraudulent and Unfair Trade PracticesRelating to Securities Market) Regulations, 2003 (PFUTP), Regulations 4(1)(a),(b),(c),(e),(g),4(2)(f)(ii)(6)&(7),4(2)(f)(iii)(3),(6) and (12), Regulation 17(8) read with Part B of Schedule II, Regulation 33(2)(a)and Regulation 48 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR)Regulations read with Section 21 of SCRA ,1956.
Similar allegations were directed at the Directors and employees (collectively called as 'Noticees' other thanNotice 1 which is the Company).
1 On the basis of the allegations, the SCN called upon the Company and other Noticees to show cause as to whysuitable directions as deemed fit under Section 11(1), 11(4),11(4A), 11A and 11B(1) and 11B(2) read with Section15(a),15HA and 15HB of the SEBI Act 1992, Section 12A(1) and 12A(2) of the SCRA, 1956 read with Section 23Eand Section 23H of SCRA 1956 should not be issued against them for the alleged violations listed in theaforementioned SCN based on the interim order passed by SEBI on the 1st of September 2017 and the findingsof the Forensic Audit for the period April 1st 2015 - March 31st 2017.
The Company filed a settlement application with SEBI in respect of the violations of accounting standards whichformed part of the Show cause notice in SCN No SEBI/H0/IVD/ID19/VA/0W/P/2020/0000013285/2 datedAugust 17, 2020 and we also filed a compounding application for the same offenses with the ROC Mumbai.However, the settlement application was rejected by SEBI on account of the Company not having paid the penaltyof Rs.25 Lakhs Interest that was levied in respect of the GDR transaction from 2007 by the Securities AppellateTribunal. Therefore, SEBI initiated recovery proceedings and froze the bank account of the Company. Soon after,the penalty was paid and the freeze was lifted.
2 The Company is in receipt of Final Order from SEBI Vide WTM/AB/IVD/ID19/18570/2022-23 dated 26-08-2022imposing various penalties on the Company and the office bearers. An amount of Rs.20 Lakhs u/s 23H of SCRA,1956 and Rs.10 Lakhs u/s 15HB & 15A(a) of SEBI Act, 1992. The Company has been exploring different remediesto reverse the order of the SEBI & hence no provision has been created for the amount of penalty levied in thebooks of accounts. Received a notice on 23rd May 2023 from the Supreme Court of India under Rule 8 of orderXIX, SCR 2013, tagging the case along with Civil Appeal No.7334/2022.
3 The Company received a Show cause notice from the office of THE COMMISSIONER OF CUSTOMS APPEALS - ICOMMISSIONERATE CHENNAI, the Competent Authority, 19.12.2022 exercising the powers conferred throughSection 37A Foreign Exchange Management Act, 1999 (hereinafter referred to as "the Act'' or "FEMA''). The SaidSCN is pursuant to the order of seizure passed u/s. 37A(1) of FEMA by the Assistant Director, EnforcementDirectorate, Chennai dated 30.08.2022. After adjudication, the Competent Authority set aside the order24.02.2023 of seizure in favour of the Company. Against the said order, the office of the assistant director ofenforcement has preferred an appeal before the Appellate Tribunal in Appeal NO. FPA-FE- 40/CHN/2023 on10.04.2023, which is pending adjudication. The Assistant Director, is yet to file a complaint u/s. 16(3) of FEMAand therefore the outcome of the proceedings is not quantifiable.
4 Company had filed its Return of Income for AY 2013-14 on 30.09.2013, admiffing a total loss of Rs. 14,167.52Lakhs. The case was selected for scrutiny and assessment u/s 143(3) of the Income Tax Act was completed on28.03.2016, accepting the loss returned by Company. Subsequently, the assessment was re-opened by issuing anotice u/s 148 of the Act on 31.03.2018. In response to the same, the appellant had filed its Return of Incomeon 19.11.2018, admiffing a total Loss of Rs. 141,67,16,006. Notice u/s 143(2) of the Act was issued on 26.11.2018.Company received Assessment Order on 12.12.2018 u/s 143(3) rws 147 of the Act disallowing expenses to thetune of Rs. 11,779.3 Lakhs, thereby assessing loss for only Rs. 2,388.2 Lakhs and Nil demand was raised. Penaltyproceedings u/s 271(1)(c) was also initiated separately for furnishing inaccurate particulars. Against the saidorder, Company has preferred an appeal before CIT (Appeal) on 11.01.2019.
5 The company was in receipt of order u/s 147 read with section 144B dated 29.03.2022 for AY 2016-17, wherea sum of Rs.2,023 Lakhs is added u/s 69A as unexplained income and a tax demand of Rs.1,204 Lakhs has beenmade. Further, an interest on tax of Rs.8.86 Lakhs u/s 115WE has remained unpaid for the AY 2009-10. Thecompany has filed an appeal against the said order for the AY 2016-17 before CIT (Appeal) on 13.04.2022. Thecompany is hopeful of a positive outcome in its favor at appellet stage and hence no provision has been made.Against the said demand of Rs.1,213 Lakhs the company had preferred a stay petition before the assessing officerwhich was rejected and the bank account attached. Owing to the attachment of the operating bank account, thecompany has been meeting its day-to-day obligations through the bank account of its subsidiary GV Studio CityLtd.
In April 2024, Bank account has become active and lien has been imposed for Rs. 1,213 lakhs against the saidbank account.
6 The Company received an outstanding demand notice on 22.05.2023, following which Company has paid tothe tune of Rs.0.68 Lakhs during the FY 2023-24 and subsequently, Company has received a reminder foroutstanding demand on 14.12.2024, the details of which are as follows:
7 GST Demand
The Company was in was in receipt of Demand order from the Goods and Service Tax Department U/s 73, forwrong availment of ITC for an amount of Rs. 3,41,80,272/- including interest and penalty. The company haspreferred an appeal before Appellate Authority.
Note 29: Related Party Transactions:
(a) List of related parties where control exists
The company has experienced a significant decline in revenue over the past four years and till Dec 2024. TheCompany still maintains a positive net worth. This demonstrates the underlying strength of our assets, capitalstructure, and the potential for long-term sustainability. The Company has addressed the issues and secured aprosperous future, the management of the Company had implemented a comprehensive strategy thatencompasses several key areas:
Market Analysis and Expansion: The Company has conducted an in-depth analysis of the market and identifiedemerging opportunities. By leveraging our existing assets, expertise, and relationships, The Company plans toexpand our operations into new markets and diversify our product/service offerings. This expansion will allow usto tap into previously untapped revenue streams, increase our customer base, and enhance our overallcompetitive advantage.
Cost Optimization and Efficiency: The Company recognizes the need to optimize our cost structure and improveoperational efficiency. By a thorough review of our internal processes, The Company is identifying areas wherethe Company can streamline operations, eliminate unnecessary expenditures, and maximize resource allocation.This will enable the Company to reduce overhead costs and improve profit margins, thus increasing theCompany's overall financial stability.
Product/Service Innovation: To meet the changing demands of the market, the Company is committed tocontinuous innovation. The Company will invest in research and development activities to enhance our existingofferings and develop new products/services that cater to evolving customer needs. By staying at the forefrontof industry trends and technological advancements, The Company is to differentiate ourselves from competitorsand attract new revenue streams.
Strategic Partnerships and Alliances: Recognizing the value of collaboration, The Company is actively seekingstrategic partnerships and alliances with industry leaders and complementary businesses. These collaborationswill provide us with access to new markets, distribution channels, and shared resources. Through suchpartnerships, The Company can tap into their customer base, enhance our brand presence, and create mutuallybeneficial opportunities for growth.
Financial Restructuring and Funding: To support our future growth initiatives, The Company is exploring variousfinancing options, including debt restructuring, equity investments, and potential capital injections. TheCompany is engaging with financial institutions, investors, and other stakeholders to secure the necessaryfunding to execute our strategic plans effectively. The Company is in possession of substantial amount ofinventory which has prospect to get monitised in the coming future.
The Company is confident in its ability to turn the tide and generate sustainable income in the coming years.
The Company closely monitors the progress against these strategic objectives and regularly reports to ourshareholders on the milestones achieved and the overall financial health of the company. The Managementremain optimistic about the future of the Company.
NOTE 32: OTHER STATUTORY INFORMATION:
(i)There are no proceedings initiated or pending against the Company as at March 31, 2025, under Prohibitionof Benami Property Transaction Act, 1988 (As amended in 2016)
ii) The Company do not have any transactions with companies struck off as per Section 248 of the CompaniesAct, 2013 and Section 560 of the Companies Act, 1956.
iii) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond thestatutory period
iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
v) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), includingforeign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever byor on behalf of the Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
vi) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (FundingParty) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever byor on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
vii) The Company have not any such transaction which is not recorded in the books of accounts that has beensurrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 suchas, search or survey or any other relevant provisions of the Income Tax Act, 1961
viii) The Company is not declared a wilful defaulter by any bank or financial institutions or vendor.
ix) Title deeds of all immovable properties were held in the name of the Company.
for A John Moris & CoCHARTERED ACCOUNTANTSFirm Registration No. 007220S
-sd- -sd- -sd-
S. Murali Kannan Balagiri Vethagiri Sadagopan Kamalakannan
Partner Din: 01735497 Din: 07535351
Membership No: 211698 Managing Director & CEO Director
UDIN: 25211698BMIDCC5910
-sd- -sd-
Shishir Bala Giri Kamalakannan Mahalakshmi
PAN: DBLPG2040B Din: 06585940
Chief Financial Officer Director
Place: ChennaiDate: 30th May, 2025