Eros International Media Ltd Directors Report.

To,

The Members

Eros International Media Limited

Your Board of Directors are pleased to present 26th Annual Report of Eros International Media Limited (hereinafter referred to as "the Company") covering the business, operations and Audited Financial Statements of the Company for the financial year ended 31 March 2020.

1. FINANCIAL RESULTS

The Financial Performance of your Company for the year ended 31 March 2020 is summarized below (? in lakhs)

Standalone Year Ended

Consolidated Year Ended

Particulars 2019-20 2018-19 2019-20 2018-19
Sales and other Income 72,447 86,980 93,386 1,13,969
Profit / (Loss) before exceptional items & tax (9,934) 13,677 (6,194) 31,763
Exceptional (loss)/ gain (1,27,850) - (1,55,352) -
Profit / (Loss) Before Tax (1,37,784) 13,677 (1,61,546) 31,763
Less: Tax Expenses / (Credit) (21,711) 4,941 (21,425) 5,115
Net Profit / (Loss) from the year from continuing operation (1,16,073) 8,736 (1,40,121) 26,648
Profit / (Loss) for the year attributable to:
Equity shareholders of the Company - - (1,40,521) 26,908
Non-controlling Interests - - 400 (260)
Other comprehensive income (net of taxes) 95 40 7,811 5,134
Total comprehensive income/ (loss) for the year (1,15,978) 8,776 (1,32,310) 31,782
Attributable to:
Equity shareholders of the Company - - (1,32,310) 32,042
Non-controlling Interests - - 400 (260)
EPS (diluted) in (121.48) 9.10 (147.06) 28.02

2. financial performance

On a consolidated basis, the Company has recorded the revenues of 93,386 lakhs as compared to previous year of 113,969 lakhs. The loss before tax amounted to 1,61,546 lakhs as against previous year profit of 31,763 lakhs. The loss after tax attributable to equity shareholders was 1,40,521 lakhs as compared to previous year profit of 26,908 lakhs. Diluted EPS decreased to (147.06) as compared to previous year of 28.02. The reported net loss in current financial year was on account of Impairment of Assets amounting to 1,55,352 lakhs as per Ind AS 36 and write off of aged overdue receivables amounting to 46,494 lakhs on account of COvID-19 pandemic uncertainty.

On standalone basis, the Company has recorded revenues of 72,447 lakhs as compared to previous year of 86,980 lakhs. The loss before tax amounted to 9,934 lakhs as against previous year profit of 13,677 lakhs. The loss after tax stood at 1,16,073 lakhs as compared to previous year profit of 8,736 lakhs. Diluted EPS decreased to (121.48) as compared to previous year of 9.10. The reported net loss in current financial year was on account of Impairment of Assets amounting to 1,27,850 lakhs as per Ind AS 36 and write off of aged overdue receivables amounting to 44,966 lakhs on account of COvID-19 pandemic uncertainty.

As explained in the financial statements, the COvID-19 outbreak and resulting measures taken by the Government of India to contain the virus have already significantly affected our business in the first quarter of fiscal 2020. Further, in fiscal 2019-2020, the Company has witnessed a significant decline in market capitalization as compared with the previous year.

Because of the unexpected decline in the market capitalization and disruptions in the business caused by the outbreak of COvID-19, the Company has performed the annual impairment assessment and has recorded the impairment charge of 1,27,850 lakhs as exceptional item in the Statement of Profit and Loss account and the book values of goodwill, content advance, film rights and other advances were reduced.

The impairment test was performed at an individual asset level and where the recoverable amount cannot be determined for an individual asset, the test was done at the level of the cash-generating unit which represented the entire business of the Company. The management adopted the value in use methodology to determine the recoverable amount of cash-generating unit. The value in use represented the future cash flows expected to be generated by the film over its useful life discounted to present value.

3. operational performance

We continue as a global company in the Indian film entertainment industry that co-produces, acquires and distributes Indian language films in multiple formats worldwide. We have a multi-platform business model and derive revenues from multiple distribution channels.

Our content strategy leverages on multi-verse unique IP development, high concept, new talent films, franchises and multilanguage co-productions. The Indian audiences propensity to consume content in local language has been increasing, and in recent times regional films are breaking language barriers as they cross over with dubbed versions to other markets especially the Hindi market. The regional industry also has strong releases in the next year and the market is only expected to expand further.

Our Companys key asset is a film library of over 2,000 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.

On 17 April 2020, our Ultimate Parent Company, Eros International Plc, entered into the Merger Agreement with STX Filmworks, Inc., a Delaware corporation ("STX"). Pursuant to closing of the merger, STX will merge with a newly formed subsidiary of Eros International Plc and will survive as its wholly owned subsidiary. STX Entertainment is a fully-integrated global media company specializing in the production, marketing, and distribution of talent-

driven motion picture, television and multimedia content. It is the first major entertainment and media company to be launched at this scale in Hollywood in more than twenty years.

Impact of COVID-19 on the business of the company:

As you are aware, due to the outbreak of novel coronavirus (COvID-19) in China and then eventually spreading rapidly to various countries across the Globe, including India, the said Coronavirus has been declared as pandemic by WHO and hence the entire global market scenario has been changed with respect to investments in various businesses. It has hit very badly, and various businesses are adversely affected leaving a greater effect on cashflows. These are significant unanticipated events impacting the entire global economy across industries, and our industry in particular, as it depends on theatrical revenues in a significant way. The closure of theatres in India and worldwide for an indefinite period has created an unprecedented uncertainty, and though we remain sanguine about the future, it is increasingly becoming difficult to predict cash flows in near term.

During the period from March 2020 to June 2020, we were having few of our film releases in India and overseas, namely ‘Haathi Mere Saathi in three languages (Hindi, Tamil and Telugu), ‘Shokuner Lobh (Bengali) etc. However, under the present circumstances of COvID-19 pandemic, we are left with no option but to defer the release of our above said films indefinitely till the situation is improved, so that revenues of our said film can be optimized and improve our cashflows to better serve our commitments to our stakeholders. Your good selves must also be aware that, recently various Cinema Halls, Educational Institutions, Malls or any mass gatherings are being shut down for few days in India and in many countries worldwide and the same will have an adverse impact on all the businesses.

Post COvID-19 Scenario:

The onslaught of the COvID-19 pandemic has changed the social lives of people across regions and economic sections. The lockdowns and restriction on movement of people has not only led to an increased demand for content but has also changed content consumption patterns. While traditional and outdoor mediums of distribution of content, such as cinema theatres, continue to be unavailable; the home consumption mediums, such as television channels and OTT platforms (digital platforms) have gained even more popularity and viewership. Going forward, we along with our industry have started re-thinking various operational and legal aspects of the business, such as project timelines, production costs and schedules, legal commitments etc., in order to adjust to the ‘new normal being presented to the world.

Our group OTT platform Eros Now, where a large chunk of the content library comprises of our own contents and acquired contents, we have also started thinking of innovative ways of updating our existing content libraries. Given a rise in demand for content and increasing viewership, and the halts in production of new content, existing content is likely to become more valuable.

Given the above, while the media and entertainment sector is currently grappling with various challenging issues, however, as people strive to return to normalcy, eventually our sector may be amongst the first few to recover, and continue to provide everyone across all mediums and segments, the much-needed entertainment and, we are ready for the same with our huge existing content library to grab the digital opportunities.

Further, once the theatres are open and production & shooting schedules achieve normalcy, we are in line to release or complete our upcoming film projects/web-series few of which are mentioned as under:

1. Haathi Mere Saathi (Hindi, Tamil & Telugu)

2. Roam Rome Mein (Hindi)

3. Shokuner Lobh (Bengali)

4. Sannata (Hindi)

5. 8 Kadam (Hindi)

6. Haseena Dillruba (Hindi)

4. dividend

In view of losses, your Directors do not recommend any dividend to its members for the financial year 2019-20.

The Dividend Distribution policy adopted by the Company in terms of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 ("SEBI Listing Regulations"). This Policy is uploaded on the website of the Company at www.erosstx.com.

5. RESERVES

The Company has not transferred any amount to the general reserve during the current financial year.

6. employees STOCK OPTION SCHEME & CHANGES in SHARE CAPITAL

During the year under review, the Nomination and Remuneration Committee of the Board had issued and allotted 44,213 Equity Shares of the Company to its employees against exercise of equal number of stock options pursuant to Eros Employee Stock Option Scheme 2009 ("EROS ESOP 2009") and 76,670 Equity Shares of the Company to its employees against exercise of equal number of stock options pursuant to Eros Employee Stock Option Scheme 2017 ("EROS ESOP 2017"). This resulted in increase in the Companys Paid up Share Capital to 95,62,90,230 as on 31 March 2020 as against 95,50,81,400 in the previous year.

The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16 June 2015, is attached to this report as Annexure A hereto and is also available on website of the Company at www.erosstx.com. A certificate from the statutory auditors certifying that both the schemes viz. EROS ESOP 2009 and EROS ESOP 2017 has been implemented in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the resolution(s) passed by the members would be available for inspection by the members.

7. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31 March 2020, the Company has 11 subsidiaries. There has been no material change in the nature of the business of the Company and its subsidiaries. Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Companys subsidiaries and joint venture, its performance and financial position is provided in the prescribed Form AOC-1 attached to this Report as Annexure B.

None of the subsidiary companies except Copsale Limited (a British virgin Island Company) are material subsidiary in terms of Regulation 16(c) of the SEBI Listing Regulations (as amended) and in accordance with Companys policy on "Determination of material subsidiaries", which is uploaded on the website of the Company at www.erosstx.com.

In accordance with Section 136 of the Act, the financial statements of the subsidiary companies are available for inspection by the members at the Corporate Office of the Company during business hours on all days except Saturdays, Sundays and public holidays between 11:00 A.M. to 1:00 P.M. up to the date of the Annual General Meeting of the Company. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Corporate Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company at www.erosstx.com.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Act and in terms of the Articles of Association of the Company, Mr. Kishore Lulla, Executive Director (DIN: 02303295) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

During the year, Ms. Jyoti Deshpande, Non-Executive NonIndependent Director of the Company, had resigned from the Board of Directors with effect from 28 June 2019. The Board places its gratitude for her valuable contributions during her tenure as Director of the Company.

Mr. Subramaniam Lakshminarayanan, Independent Director has tendered his resignation due to relocation of his residence from the Board and its Committees with effect from 20 June 2020 and Mr. Rakesh Sood, Independent Director has resigned on completion of his first term of five years with effect from 6 October 2020. The Board places its gratitude for their valuable contributions during their tenure as Independent Directors of the Company.

The Board of Directors at their meeting held on 9 November 2020, re-appointed Mr. Sunil Lulla as Executive vice Chairman & Managing Director for another period of five years commencing from the end of the present tenure i.e. from 28 September 2020 till 27 September 2025, and have recommended the proposed re-appointment for approval of the shareholders. Your Directors recommend his re-appointment for your approval.

Ms. Bindu Saxena was appointed as Non-Executive Additional Independent Director on the Board of the Company with effect from 26 September 2019 and Mr. Farokh P. Gandhi was appointed as Executive Additional Director on the Board of the Company with effect from 9 November 2020 to hold office up to the date of the ensuing Annual General Meeting of the Company. The proposed resolution for appointment of Ms. Bindu Saxena as Non-Executive Independent Director and Mr. Farokh P. Gandhi as Executive Director forms part of the Notice convening Annual General Meeting. Your Board recommends their appointment.

As per the provisions of the Act, Independent Directors have been appointed for a period of five years and shall not be liable to retire by rotation. All other Directors, except Managing Director, are liable to retire by rotation at the Annual General Meeting of the Company.

The brief details of the Directors proposed to be appointed/ re-appointed as required under Secretarial Standard 2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations is provided in the Notice convening Annual General Meeting of the Company.

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

In compliance with Section 203 of the Act, Mr. vijay Thaker was appointed as vice President - Company Secretary & Compliance Officer and Whole Time Key Managerial Personnel of the Company w.e.f. 13 August 2019 in place of Mr. Abhishekh Kanoi who had resigned at the close of business hours on 12 August 2019.

The Board places on record its appreciation for the valuable contribution made by Mr. Abhishekh Kanoi during his tenure with the Company.

Further, Mr. Pradeep Kumar Dwivedi was appointed as a Chief Executive Officer of the Company under Section 203 of the Act with effect from 10 February 2020.

As on the date of this Report, Mr. Sunil Arjan Lulla, Managing Director, Mr. Farokh P. Gandhi, Group Chief Financial Officer (India), Mr. Pradeep Dwivedi, Chief Executive Officer and Mr. vijay Thaker, vP-Company Secretary & Compliance Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act.

Declaration of Independence by Independent Directors & adherence to the Companys Code of Conduct for Independent Directors

All the Independent Directors of the Company have submitted their disclosure to the effect that they fulfill all the requirements/ criteria of independence as per Section 149(6) of the Act and SEBI Listing Regulations and they have registered their names in the Independent Directors Databank. Further, all the Independent Directors have affirmed that they have adhered and complied with the Companys Code of Conduct for Independent Directors which is framed in accordance with Schedule Iv of the Act.

Board Meetings conducted during the Year

The Board met four (4) 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 Act and SEBI Listing Regulations.

Constitution of various Committees

The Board of Directors of the Company has constituted 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 their respective composition, terms of reference and others are uploaded on our website at www.erosstx.com and are stated in brief in the Corporate Governance Report attached to and forming part of this Report.

Annual Evaluation of Board, its Committees and Individual Directors

The Company has devised a Policy for performance evaluation of the Board, its Committees and other individual Directors (including Independent Directors) which includes criteria for Performance Evaluation of the Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and Committee Meetings, acquaintance with business, communicating inter se Board Members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual evaluation of the performance of the Board, its Committees and Individual Directors and Chairman. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee Members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the individual Directors were reviewed by the Chairman of the Board.

Familiarization Programme for Independent Directors

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 the website of the Company at www.erosstx.com.

Policy on appointment and remuneration and other details of directors

The remuneration paid to the Directors is in line with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Companys policy on directors appointment and remuneration and other matters as provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Report.

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

9. AUDITORS & AUDITORS REPORT

Chaturvedi & Shah LLP, (Firm Registration No. 101720W/W100355) were appointed as Statutory Auditors of the Company at the 23rd Annual General Meeting of the Company held on 28 September 2017 for the term of Five (5) years i.e. from the conclusion of 23rd Annual General Meeting until the conclusion of 28th Annual General Meeting, to be held in the year 2022. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

Auditors Report

There are no qualifications, adverse remarks, reservations or disclaimer made by Chaturvedi & Shah LLP, Statutory Auditors, in their report for the financial year ended 31 March 2020. The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation and comments.

Pursuant to provisions of Section 143(12) of the Act, the Statutory Auditors have not reported any incidence of fraud to the Audit Committee during the year under review.

10. SECRETARIAL AUDITORS AND ITS REPORT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed S.G & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2019-20. The Secretarial Audit Report for the financial year ended 31 March 2020 in the prescribed Form MR - 3 is attached to this Report as Annexure D, which is self-explanatory.

The Secretarial Audit Report contain following observation:

The Company had submitted voting results of the Annual General Meeting with a delay of three (3) hours than the Statutory Period of 48 hours from the Conclusion of the meeting.

Management Reply:

Due to some technical issues the voting results of the Annual General Meeting could be not uploaded within the Statutory Period of 48 hours from the Conclusion of the meeting.

11. PARTICULARS OF EMPLOYEES

The requisite disclosures in terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of employees drawing remuneration in excess of the limits prescribed under the said Rules is attached to this Report as Annexure E.

12. LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made or guarantees given or security provided by the Company as required under Section 186(4) of the Act and the SEBI Listing Regulations are contained in Notes to the Standalone Financial Statements of the Company forming part of this Annual Report.

13. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI Listing Regulations, your Company has formulated policy on Related Party Transactions duly approved by the Board, which is also available on the Companys website at www.erosstx.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arms length basis, in the ordinary course of business and in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval had been obtained for the transaction which are foreseeable and repetitive in nature and such transactions are reported on a quarterly basis for review by the Audit Committee as well as the Board.

Pursuant to Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts/ arrangements/transactions entered into with related parties during the financial year 2019-20 in terms of Section 188(1) of the Act and applicable Rules made thereunder, in the prescribed Form AOC-2 is attached to this Report as Annexure F.

All other contracts/arrangements/transactions with related parties, are in the usual course of business and at arms length basis and stated in Notes to Accounts to the Financial Statements of the Company forming part of this Annual Report.

14. WHISTLE BLOWER / VIGIL MECHANISM

Your Company promotes ethical behavior in all its business activities and your Company has adopted a Policy on vigil Mechanism and Whistle Blower in terms of Section 177(9) and Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations for receiving and redressing complaints from employees, directors and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud.

The Policy is appropriately communicated within the Company across all levels and has been displayed on the Companys intranet for its employees and website at www.erosstx.com for stakeholders.

Protected disclosures are made by a whistle blower in writing to the Ombudsman on Email ID at whistleblower@erosintl.com and under the said mechanism, no person has been denied direct access to the Chairperson of the Audit Committee. The Audit Committee and Stakeholders Relationship Committee periodically reviews the functioning of this Mechanism.

15. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has formulated a Policy on Prevention of Sexual Harassment at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the Policy. Further, the Company has constituted an Internal Complaints Committee, where employees can register their complaints against sexual harassment.

16. EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return in the prescribed Form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is placed on the website of the Company at www.erosstx.com and is set out in Annexure G to this Report.

17. INSURANCE

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

18. DEPOSITS

Your Company has not accepted any deposit from public under Chapter v of the Act.

19. DIRECTORS RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the financial year ended 31 March, 2020, the applicable Accounting Standards

read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. such accounting policies have been selected and applied consistently and judgments 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 2020 and of the loss of the Company for the year 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 Act, 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 such internal financial controls 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

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN Exchange

Your Company is into the business of production, acquisitions, marketing and distributions of cinematograph films. Since this business does not involve any manufacturing activity, the Information required to be provided under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are not applicable to the Company. However, the Company has been continuously and extensively using technology in its business operations.

The particulars of foreign currency earnings and outgo are as under:

Particulars Year ended 31 March 2020 Year ended 31 March 2019
Expenditure in foreign currency 216 520
Earnings in foreign currency 55,673 16,526

21. internal financial controls

Your Company maintains adequate and effective internal control systems which commensurate with the nature, size and complexity of its business and ensure orderly and efficient conduct of the business. The internal control systems of the Company are routinely tested and verified by Internal Auditors and significant audit observations and follow-up actions are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Companys internal control requirement and monitors the implementation of audit recommendations.

22. CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of the SEBI Listing Regulations together with a Certificate from the Secretarial Auditor confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and Schedule v of the SEBI Listing Regulations, Management Discussion and Analysis Report is presented in separate sections forming part of this Annual Report.

25. CORPORATE SOCIAL RESPONSIBILTY

The disclosures on Corporate Social Responsibility 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 www.erosstx.com.

24. RISK MANAGEMENT

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 objective of the risk management framework is to enable and support achievement of business objectives through risk intelligent assessment while also placing significant focus on constantly identifying and mitigating risks within the business. Further details on the Companys risk management framework is provided in the Management Discussion and Analysis report.

25. 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 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.

26. details of significant/material orders passed by

THE REGULATORS / COURTS

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

27. OTHER DISCLOSURES

• During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 201 4 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force);

• Your Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meeting of Board of Directors [SS-1] and General Meetings [SS-2];

• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

28. ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to express their sincere appreciation for support and co-operation from the Banks, Financial Institutions, Members, 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 Arjan Lulla Sunil Srivastav
Executive Vice Chairman Non-Executive
& Managing Director Independent Director
DIN: 00243191 DIN: 00237561
Place: Mumbai
Date: 9 November 2020