G V Films's philosophy on corporate governance envisages the attainment of the highest levels of transparency, accountability and equity, in all facets of its operations, and in all its interactions with its stakeholders, including shareholders, employees, the government and lenders.
G V Films is committed to achieving the highest standards of corporate governance.
G V Films believes that all its operations and actions must serve the underlying goal of enhancing overall shareholder value, over a sustained period of time.
The Company upholds its relationship with society and hence its social responsibility of environmental safety and human welfare.

During the year 2004-2005, Composition and category of Directors were as follows :

Attendance of each Director at the Board Meetings, last Annual General Meeting and Number of other Directorship and Chairmanship/Membership of Committee of each Director in various Companies:

Number of Board Meetings held and the dates on which held.

10 Board Meetings were held during the year. The dates on which the meetings were held are as follows : 26.04.2004, 30.07.2004, 12.08.2004, 01.10.2004, 29.10.2004, 23.11.2004, 01.12.2004, 12.01.2005, 31.01.2005 and 30.03.2005.

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreements, the Company has an Audit Committee comprising of three Non-Executive Directors Viz., Mr.Mahadevan Ganesh, Mr.A.Venkatramani and Mr.P.R.Ramanan. The Audit Committee has met three times on 26.04.2004, 09.08.2004 and 29.10.2004 during the financial year under review.

The Committee is vested with following powers terms of reference as prescribed under relevant provisions of the Companies Act, 1956 and Stock Exchanges Listing agreements

a) to investigate any activity within its terms of reference.
b) to seek information from any employee.
c) to obtain outside legal and other professional information.
d) to secure attendance of outsiders with relevant expertise, if it consider necessary

a. Overview of the Company's financial reporting process and the disclosure of its financial information.

b. Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

c. Reviewing with management the annual financial statements before submission to the board, focusing primarily on (i) any changes in accounting policies and practices, (ii) major accounting entries based on exercise of judgement by management, (iii) qualifications in draft audit report, (iv) significant adjustments arising out of audit, (v) the going concern assumption, (vi) compliance with accounting standards, (vii) compliance with Stock Exchange and legal requirements concerning financial statements and (viii) any related party transactions i.e., transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc., that may have potential conflict with the interests of Company at large.

d. Reviewing with the management, external and internal auditors, the adequacy of internal control systems.

e. Reviewing the adequacy of internal audit functions.

f. Discussion with internal auditors any significant findings and follow up there on.

g. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

h. Discussion with external auditors before the audit commences nature and scope of audit as well as to have post-audit discussion to ascertain any area of concern.

i. Reviewing the company's financial and risk management policies.

j. To look into the reasons for substantial defaults in the payment to the shareholders (in case of non-payment of declared dividends) and creditors.

The Committee consists of Mr.A.Venkatramani, Mr.P Raghuraman and Mr.V.P.Mani and Committee oversees and reviews all matters connected with the securities transfers. The committee also looks into redressing of shareholders' complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends, etc. The Committee oversees the performance of the Registrar and Transfer Agents, and recommends measures for overall improvement in the quality of investor services. The Board of Directors has delegated the power of approving transfer of securities to the Share Transfer Committee.

The total number of complaints which were received and replied to the satisfaction of shareholders during the year under review, was- 17. Outstanding complaints as on 31st March, 2005 were NIL. 11 requests for transfers and NIL requests for dematerialization were pending for approval as on 31st March, 2005, which were subsequently taken up for transfer and dematerialization.