The Members,

Your Directors have pleasure in presenting the 22nd Annual Report of your Company for the financial year ended 31 March, 2016.


Financial Results of the Company for the year under review along with the figures for the previous year are as follows:

Rs in lakhs


Eros International Media

Eros International Group

Limited (Standalone)


2015 - 16 2014 - 15 2015 - 16 2014 - 15
Sales and other Income 119,202 109,071 160,355 144,103
Profit Before tax 18,130 19,787 30,360 32,315
Less: Provision for Tax 6,811 7,368 7,908 7,615
Less: Minority Interest - - 1,037 (6)
Net profit after Tax 11,319 12,419 21,415 24,706
Add: Balance carried forward from 60,358 47,939 101,089 76,383
Profit and Loss A/c
Add: Recoupment from Minority - - 9 -
Profit available for appropriations 71,677 60,358 122,513 101,089
Add: Excess provision for dividend distribution tax reversed - - - -
Balance of profit carried forward to 71,677 60,358 122,513 101,089
Balance Sheet
EPS (Diluted) in Rs 12.05 13.28 22.79 26.43

During the financial year 2015 - 16, your Company released a total of 63 films, of which 6 were high budget, 16 medium budget and 41 low budget films as in corresponding to64films period last year of which 6 were high budget films, 11 medium budget and 47 low budget films. during the financial year, 33 were Hindi films, 21 were Tamil/Telugu films and 9 were other regional language films.

The year saw Eros International’s films achieve unprecedented success in box office performance of its films with 7 out of the top 15 Hindi films in 2015 being Eros films. A string of films such as the Salman Khan-starrer ‘Bajrangi Bhaijaan’, Sanjay Leela Bhansali’s ‘Bajirao Mastani’, ‘Tanu Weds Manu Returns’, ‘Welcome Back’, Bengali films such as ‘Bela Seshe’, ‘Monchora’, the second highest Telugu-grosser ‘Srimanthudu’ along with ‘Singh is Bling’ (Overseas), ‘Dil Dhadakne Do’ (Overseas), ‘Gabbar is Back’ (Overseas) amongst others marked our unparalleled, critically and commercially successful film slate during the year. Moreover, Eros films won over 150 prestigious awards for excellence further reinforcing Eros’ approach of investing in a portfolio of high-quality films.

For the current financial year 2016 - 17, your Company has clocked in a promising slate of films with franchise films ‘Housefull 3’ and ‘Rock On as ‘Dishoom’, ‘Baar Baar Dekho’, ‘Banjo’, Colour Yellow Productions ‘Happy Bhaag Jayegi’ in Hindi alongwith a host of promising regional movies such as ‘24’ in Tamil, ‘Sardaar Gabbar Singh’ in Telugu, ‘Chaar Sahibzade’ in Punjabi and many other films spanning across Hindi, Tamil, Marathi and Punjabi languages. With this, FY2017 will be seeing an unparalleled movie repertoire, making it the biggest future slate by any studio in India.

Another significant during the fiscal was the development first and only franchise label, Trinity Pictures. Trinity is also the first Studio in India that has a dedicated in-house team of writers in the ‘Trinity Writers’ Room’. This initiative is tracking well and the team has developed four films that will enter production in this financial year.Outofthis,twofilmsthat were developed in-house have been green lit as Indo-China productions.

Your Company’s key asset is a film library of over 2000 films. In an effort to reach a wide range of audiences, we maintain rights to a diverse portfolio of films spanning various genres, generations and languages. These include rights to films in Hindi and several regional languages Tamil, Telugu, Kannada, Marathi, Bengali, Malayalam and Punjabi.

During the fiscal, the Company cash flows of Rs 300 crores as compared to negative Rs 5 crores in the previous financial year and also improved its working capital efficiencies. The leading bank, State Bank of India (SBI), has also expressed confidence in your Company’s business and has been inducted in the Consortium of bankers and is appointed as a lead bank. SBI has assessed consortium limits at Rs 750 crores, which was previously assessed at Rs 434.1 crores and has sanctioned credit facilities of Rs 250 crores, reflecting upon the Company’s financial position.


With a view to strengthen the financial position of the Company, your Directors did not recommend any dividend to its equity shareholders.


No percentageofprofits transferred to General was reserve as dividend was not recommended for the financial year 2015 - 16.


In the financial year 2015 - 16, the Company recorded consolidated revenue of Rs 160,355 lakhs as against Rs 144,103 lakhs in the previous financial year, registering a growth of 11.28%. The earnings before Malayalam, interest and tax (EBIT) decreased by 6.66% to Rs 33,746 lakhs as compared to Rs 36,155 lakhs in previous year. The Profit after tax (after minority interest) (PAT) at Rs 21,415 lakhs was lower by 13.32% over last year (Rs 24,706 lakhs in FY 2014 - 15). Diluted EPS decreased by 13.77% to-additiontothebusiness Rs 22.79 as compared to Rs 26.43 in slateatIndia’s financial year 2014 - 15.


On standalone basis, the revenues from operations for the financial year 2015 - 16 stood at Rs 119,202 lakhs which was higher by 9.29% as compared to previous year which was Rs 109,071 lakhs. The earnings before interest and tax (EBIT) decreased by 9.01 % to Rs 21,502 lakhs as compared to Rs 23,631 lakhs in previous year. The Profit After Tax (PAT) at Rs 11,319 lakhs was lower by 8.85% over last year (Rs 12,419 lakhs in FY 2014 - 15). Diluted EPS decreased by 9.26% to Rs 12.05 as compared to Rs 13.28 in financial year 2014 - 15.


As on 31 March, strongfree 2016, the Company has 15 subsidiaries (comprising of 10 direct subsidiaries and 5 indirect subsidiaries) as listed below:

Eros International Films Private Limited (Direct Subsidiary)

Big Screen Entertainment Private Limited (Direct Subsidiary)

EM Publishing Private Limited (Direct Subsidiary)

EyeQube Studios Private Limited (Direct Subsidiary)

Eros Animation Private Limited (Direct Subsidiary)

Colour Yellow Productions Private Limited (Direct Subsidiary)

Digicine PTE Limited (Direct Subsidiary)

Universal Power Systems Private Limited ("Techzone")* (Direct Subsidiary)

Copsale Limited (Direct Subsidiary)

Ayngaran International Limited (Indirect Subsidiary)

Ayngaran International UK Limited (Indirect Subsidiary)

Ayngaran International Mauritius Limited (Indirect Subsidiary)

Ayngaran International Media Private Limited (Indirect Subsidiary)

Ayngaran Anak Media Private Limited (Indirect Subsidiary)

Eros International Distribution LLP (Direct Subsidiary)**

* Universal Power Systems Private Limited ("Techzone") became wholly owned subsidiary of the Company w.e.f. 1 August, 2015.

** Eros International Distribution LLP was incorporated on 11 December, 2015.

None of the subsidiary companies is material non-listed Indian subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter "SEBI Listing Regulations") and in accordance with Company’s policy on "Determination of material subsidiaries", which is uploaded on the website of the Company at Further, there are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the Company and its subsidiaries.

In accordance with Section 129(3) of the Companies Act, 2013, a consolidated and standalone financial statements of the Company and all its subsidiaries are prepared in accordance with applicable accounting standards and Schedule III of the Companies Act

2013; and the same forms part of this Annual Report. Further, the report on the performance and financial position of each of the subsidiary and salient features of the financial statements in the prescribed Form AOC-I is annexed to this Report as Annexure A.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of each of the subsidiary shall be kept open for inspection at the Corporate Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same and it shall also make available these documents on website of the Company


The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated 16 February, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015. In pursuance of this notification, the Company and its subsidiaries would adopt Ind AS for the accounting period beginning from 1 April, 2016.


During the year under review, Dr. Shankar Nath Acharya, Non Executive Independent Director, resigned from the Board w.e.f. 30 April, 2015 and the Board of directors placed on record its sincere appreciation for Dr. Shankar Nath Acharya for the significant contributions and valuable guidance received by him during his tenure with the Company.

The Company wished him all the best for his future endeavours.

Mr. Rakesh Sood was appointed as an Additional Independent Director by the Board w.e.f. 1 May, 2015.

The shareholders of the Company at their meeting held on 3 September, 2015 approved the appointment of Mr. Rakesh Sood as an Independent Director of the Company for a first term of five (5) years and to hold the office till the conclusion of Annual (AGM) to be held in the calendar year 2020.

Mr. Sunil Lulla was re-appointed as an Executive Vice

Chairman & Managing Director, not liable to retire by rotation, for a period of five (5) years commencing from 28 September, 2015 to 27 September, 2020, at the said AGM.

Ms. Jyoti Deshpande was re-appointed as an Executive

Director of the Company by the shareholders at the

AGM held during the year, for a period of (five) 5 years commencing from 1 October, 2015 to 30 September, 2020.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and applicable rules thereto, Mr. Vijay Ahuja, Non-Executive Non Independent

Director of the Company, retires by rotation and has expressed his unwillingness to be reappointed as Director at the ensuing Annual General Meeting. Your Board recommends that the vacancy created on account of retiring director shall not be filled in and the number of the Board of Directors be reduced accordingly.

All the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of Section 164 of the Companies Act, 2013.

Declaration of Independence by Independent Directors & adherence to the Company’s Code of Conduct for Independent Directors

All the Independent Directors of the Company have submitted their disclosure to the effect that they all the requirements/criterias of independence as per Section 149(6) of the Companies Act, 2013. Further, all the Independent Directors have affirmed that they have adhered and complied with the Company’s Code of

Conduct for Independent Directors.

Meetings conducted during the year

The Board met seven (7) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Report. The intervening gap between any two meetings of the Board was not more than one hundred and twenty (120) days as stipulated under the Companies Act, 2013 and SEBI Listing Regulations.

Constitution of various committees

The Board of Directors of the Company has constituted the following committees:

a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee d. Corporate Social Responsibility Committee e. Management Committee

Details of each of the Committees stating the composition, terms of reference and others are uploaded on our website at and are stated in brief in Corporate Governance Report attached to and forming part of this Report.

Annual Evaluation of Board, Committees and Individual Directors

In accordance with the SEBI Listing Regulations, Companies Act 2013 and Board Evaluation Policy of the Company, a formal annual evaluation was carried out by the Board.

Various evaluators, except evaluees, evaluated the performance of the overall Board, its members and Board committees. Such evaluation was based on the evaluation criteria identified by Nomination and Remuneration Committee in consultation with the Board of Directors and various Committees.

The performance evaluation was done in an independent and fair manner. Evaluators follows the ideal evaluation process that includes filing and deliberations of evaluation rating sheet followed by individual interviews and explanations. Results of all types of evaluation are consolidated in a report along with the final ratings and placed before the Board for it deliberation and action plan.

Familiarization Programme for Independent Directors during the year

Familiarization Programme for Independent Directors is mentioned at length in Corporate Governance

Report attached to this Report and the details of the same have also been disclosed on website of the Company


During the year, there was no change in Key Managerial Personnel.


The Company’s policy on directors’ appointment and remuneration and other matters as provided in

Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of the Directors’ Report.

A detailed statement of disclosure required to be made in accordance with the Nomination and Remuneration Policy of the Company, disclosures as per Companies Act, 2013 and applicable rules thereto is attached as Annexure B hereto and forms part of this Report.


The Nomination and Remuneration Committee of the Board of Directors, inter alia, administers and monitors the Employees Stock Option Scheme of the Company which is in accordance with the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (‘the SEBI Guidelines’) and in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014.

Details of Scheme being implemented by the Company including the summary of information on the stock options provided by the Company is attached as

Annexure C hereto and forms part of this Report.

During the year, the Board of Directors of the

Company, on the recommendations of Nomination and Remuneration Committee, granted additional

966,009 stock options to its existing employees and new joinees during the financial year and also issued and allotted 180,920 Equity shares to its employees in various tranches against exercise of equivalent stock options granted to them.


During the year, the Company issued and allotted

180,920 equity shares to its employees against exercise of equivalent stock options and 900,970 equity shares on preferential basis as non cash consideration to the promoters of Universal Power Systems Private Limited ("UPSPL") towards acquisition of 100% stake in UPSPL.

As on 31 March, 2016, the paid up capital of the Company stood at Rs 935,891,640/- as compared to Rs 925,072,740/- as on 31 March, 2015, an increase of Rs 10,818,900/- during the year under review.


In accordance with Section 139 of the Companies Act, 2013 and rules made thereunder, M/s Walker

Chandiok & Co LLP, Chartered Accountants, Mumbai,

(Registration No. 001076N/N500013) have been appointed as StatutoryAuditorstoholdofficefrom the conclusion of the 20th Annual General Meeting (AGM) till the conclusion of the 23rd Annual General Meeting of the Company, which will be held in 2017 (subject to ratification of their appointment by the members at every AGM held after the AGM in which the appointment was made) on a remuneration as may be agreed upon by the Board of Directors and the Auditors.

A certificate from the auditors has been received to the effect that their appointment, if ratified, would be in accordance with Section 139(1) of the Companies Act, 2013 and that they are not disqualified from being appointed as the Auditors of the Company. Being eligible, it is proposed to the shareholders to ratify the appointment of Auditors from conclusion of this AGM till conclusion of next AGM.

The auditors’ report to the shareholders for the audited financial statements of the Company, both standalone and consolidated, under review does not contain any qualifications, reservations or adverse remarks. The notes to the Accounts referred to in the auditor’s Report are self-explanatory and therefore do not call for any further explanation.


The Board has appointed M/s Makarand M. Joshi & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2015 - 16. The Secretarial Audit Report for the financial year 2015 - 16 in form MR-3 is annexed herewith as Annexure D to this Report, which is self-explanatory. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.


During the year, the following ratings for various facilities/instruments were revised/ reaffirmed:

Sr. No. Facilities/ Instrument Rating Agency Rating
1 Long term Facilities CARE CARE A [Single A]
2 Short term Facilities CARE CARE A2+ [A Two Plus]
3 Proposed Non- Convertible Debentures (that may be issued by the Company in future depending on various factors) CARE & ICRA CARE A [Single A] & ICRA A+ [A Plus]
4 Commercial Papers/ Short Term Debt CARE CARE A2+ [A Two Plus]


The information required under Section 197 of the Companies Act, 2013 and the rules made thereunder, as amended, has been given in the Annexure E appended hereto and forms part of this Report.


The particulars of loans, guarantees and investments made /given by the Company in the year 2015 - 16 as per Section 186 of the Companies Act, 2013 is stated in the Notes to Account which forms part of this

Annual Report.


In compliance with the SEBI Listing Regulations, the

Company has a policy for dealing in transactions with Related Party and the same has been displayed on the Company’s website

Pursuant to Section 134 of the Companies Act, 2013 and Rules made thereunder, particulars of transactions with related parties as required under Section 188 (1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed herewith as Annexure F.


Your Company has established a Vigil Mechanism

Policy for its directors, employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud. Protected disclosures can be made by a whistle blower in writing to the Ombudsman on email ID whistleblower@ and under the said mechanism, no person has been denied direct access to the chairperson of the Audit Committee. The Vigil Mechanism Policy is available on the Company’s website at


Your Company has formulated and implemented Anti

Sexual Harassment Policy in accordance with Section 21 and 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to protect the interest of employees at the workplace. The Committee comprising of executive director and senior executives of the Company has been set up to redress the complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. Details of number of cases filed under Sexual Harassment during the financial year and their disposal is as under:

Number of cases pending as on the Nil
beginning of the financial year
(1 April, 2015)
Number of complaints filed during the year Nil
Number of cases pending as on the end of the financial year (31 March, 2016) Nil


As per Section 92(3) of the Companies Act, 2013, the extract of annual return is given in Annexure G in the prescribed Form MGT-9, which forms part of this Report.


All the insurable interests of your Company including properties, equipment, stocks etc. are adequately insured.


Your Company has not accepted any Public Deposits falling within the purview of Section 73 of the Companies Act, 2013. As such, no amount on account of principal or interests on public deposits was outstanding, as on 31 March, 2016. The details of loans and advances, which are required to be disclosed in the

Company’s annual accounts, pursuant to Schedule IV of SEBI Listing Regulations, are mentioned in Notes to accounts forming a part of this Report.


To the best of their knowledge and belief and according to the information and explanations obtained, in terms of Section 134 of the Companies Act, 2013, your Directors confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards has been followed along with the proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and judgements and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2016 and of the profit of the Company for the period ended on that date; c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. internal financial controls were followed by the Company and they are adequate and are operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.


The provisions of Section 134(3)(m) of the Companies Act, 2013 relating to conservation of energy and technology absorption do not apply to the Company. The Company has been continuously and extensively using technology in its operations.

Particulars of foreign currency earnings and outgo are as under:

( Rs in lakhs)

Particulars Year ended 31 March, 2016 Year ended 31 March, 2015
Expenditure in foreign currency 221 321
Earnings in foreign currency 20,894 44,299
CIF Value of Imports - -


As per the provisions of Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems/ framework of internal financial controls to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. To enable the Directors to meet these responsibilities, the Board has devised systems/ frameworks which are operating within the Company. In line with best practice, the Board regularly reviews the internal control system to ensure that it remains effective and fit for purpose.

Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls and these are in turn reviewed at regular intervals.

The Company has developed stringent internal control systems in its various business processes, commensurate with the size and nature of its business. The term of M/s. Ernst & Young LLP, Chartered Accountants, Internal Auditor expired on 31 October, 2015. Thereafter, the Board of Directors at its meeting held on 9 November, 2015 appointed M/s KPMG, Chartered Accountants as an internal auditor with effect from 1 November, 2015.

The internal controls and governance process are duly reviewed for their adequacy and effectiveness through periodic audits by independent internal audit function.

Your Company’s Audit Committee periodically reviews the findings and suggestions for improvement.

Further, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.


The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by

Securities and Exchange Board of India in letter and spirit. Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from M/s. Makarand M. Joshi & Co., Company Secretaries confirming compliance with the requirements of SEBI Listing Regulations forms part of this Report.


As per Regulation 34(2)(e) and Schedule V of SEBI

Listing Regulations, Management Discussion and

Analysis Report is annexed and forms part of this Report.


The shares of the Company are listed on the National

Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

Subsequent to the notification of SEBI Listing

Regulations during the year, the Company has entered into "Uniform Listing Agreement" with both the Stock Exchanges where its securities are listed, namely, National Stock Exchange of India Limited and BSE Limited in order to carry out a novation of the erstwhile Listing Agreement.


The Board of Directors at its meeting held on 9 November, 2015 has modified the Corporate Social Responsibility Policy of the Company to the extent of broadening its CSR objectives, which was duly reviewed and recommended by CSR Committee.

Disclosures on CSR activities, as required under Rule

9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, are reported in Annexure H forming part of this Report and is also available on the website of the Company at

During the financial year 2015 - 16, the Company made total CSR contribution of Rs 10 lakhs to "NGO

Arpan", out of total statutory requirement of Rs 374 lakhs (being 2% of average net profit of last three years). The amount contributed to NGO Arpan was utilised for the project personal safety and education programme in schools for dealing with child sexual abuse. It aims at enabling and empowering the children to protect themselves from sexual abuse.

It focuses on teaching personal safety skills to the children’s in schools, so that they can identify and seek help in an unsafe situation. It also involves awareness building and skill enhancement of adults like parents, teachers and institutional caretakers who are primary stakeholders and caregivers in a child’s life. Such information and skills for children, parents and caregivers are enhanced through various workshops.

The Company has also contributed Rs 10 lakhs to "CARE India Solutions for Sustainable Development" for the project "Join My Village Maternal and Neo Natal Health" to intensify integrated maternal and new born health with a focus on assimilating gender interventions in select district of Uttar Pradesh.


The Audit Committee of the Board has been vested with powers and functions relating to Risk

Management which inter alia includes (a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk;

(b) laying down procedures relating to Risk assessment and minimization. The Audit Committee regularly reviews the risk in accordance with Risk

Management Policy of the Company.


There have been no 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 the financial statements relate and till the date of this Report.


There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.


The Board of Directors take this opportunity to express their sincere appreciation for support and co-operation from the Banks, Financial Institutions, Shareholders, Vendors, Customers and all other business associates.

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by the employees at all levels. Your Directors also wish to place on record their gratitude to all the stakeholders for their continued support and confidence.

For and on behalf of the Board of Directors
Sunil Lulla Naresh Chandra
Executive Vice Chairman Chairman -
and Managing Director Independent Director
Place : Mumbai
Date : 27 May, 2016