eros international media ltd Directors report


To

The Members

Eros International Media Limited

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Your Board of Directors are pleased to present 29 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 2023.

1. FINANCIAL RESULTS

The Financial Performance of your Company for the year ended 31 March 2023 is summarized below:

( in lakhs)

Standalone Year Ended

Consolidated Year Ended

Particulars 2022-23 2021-22 2022-23 2021-22
Sales and other Income 45,142 25,761 75,651 46,569
Profit / (Loss) before exceptional items & tax (11,331) 360 (11,968) (115)
Exceptional (loss)/ gain Nil Nil Nil Nil
Profit / (Loss) Before Tax (11,331) 360 (11,968) (115)
Less: Tax Expenses / (Credit) Nil Nil 10 802
Net Profit / (Loss) from the year from continuing operation (11,331) 360 (11,978) (917)
Profit / (Loss) for the year attributable to:
Equity shareholders of the Company - - (11,655) (758)
Non-controlling interests - - (323) (159)
Other comprehensive income (net of taxes) 17 10 7,823 3,372
Total comprehensive income/ (loss) for the year (11,314) 370 (4,155) 2,455
Attributable to:
Equity shareholders of the Company - - (3,833) 2,614
Non-controlling interests - - (322) (159)
EPS (Diluted) in (11.81) 0.38 (12.48) (0.96)

2. FINANCIAL PERFORMANCE

On a consolidated basis, the Company has recorded revenues of

75,651 Lakh which was increased by 62.45% as compared to previous year of 46,569 Lakh. The loss before tax amounted to

11,968 Lakh as against previous year loss of 115 Lakh. The loss after tax attributable to equity shareholders was 11,978 Lakh as compared to previous years loss of 917 Lakh. Diluted EPS decreased to (12.48) as compared to previous year (0.96).

On standalone basis, the Company has recorded lower revenues of 45,142 Lakh which was lower by 75.23% as compared to previous year of 25,761 Lakh. However, for current financial year, the loss before tax amounted to 11,331 Lakh as against loss in the previous year of 360 Lakh. The loss after tax stood at

11,331 Lakh as compared to previous year profit of 360 Lakh. Diluted EPS decreased to (11.81) as compared to previous year

0.38.

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, Gujarati, Bengali, Malayalam and Punjabi. We have strong operational focus in syndication and monetization of these film and Music Rights as part of our business development and operations.

In April 2022 Significant Corporate developments have taken place in our ultimate Holding Company Eros STX Global Corporation. The ultimate Holding Company has successfully completed sale of STX Entertainment subsidiary and related transactions. Post the said sale, name of the Holding Company has been changed to Eros Media World PLC (hereafter referred to as EMWP).

Key highlights of above transaction are as follows:

Completion of previously announced sale of STX subsidiary, which has resulted in significant reduction of debt at ultimate Holding Company level.

Several strategic changes in Board of Directors and management team.

Strong near-term revenue growth and significant reduction in net debt.

Market Opportunities with large Content library and two main verticals: Studio, Digital and Music.

EMWP, the ultimate holding company is a global Indian Media and Entertainment company announced corporate decisions to deregister under the US Securities Exchange Act of 1934, which became effective in April 2023, and the delisting from the New York Stock Exchange ("NYSE") effective January 2023. EMWP has been exploring a number of potential strategies including selective sale of assets in its diversified portfolio, so that it may concentrate on its core business.

On March 22, 2023, the company announced that it has executed a binding agreement for an itemized asset sale with regards to its music assets (including all rights, title and interests related thereto) to a global music major entity.

On March 28, 2023, EMWP executed a Share Purchase Agreement by and amongst Eros Media World Plc, its wholly owned Isle of Man subsidiary, Eros Digital Limited ("EDL") and Xfinite Global Plc, to sell and transfer the Eros Now OTT platform along with any incidental trademarks, including the complete content library owned by or licensed to the EDL and its subsidiaries, all contracts, licenses in relation to the business, key personnel and all other peripheral items that are required to or necessary for the conduct of the business of Eros Now to Xfinite Global PLC, subject to final closing conditions. The decision to sell Eros Now to Xfinite Global PLC took place after an extensive process overseen by a Special Independent Committee of the Board to solicit bids from potential buyers and to negotiate the best possible terms from Xfinite Global PLC. Xfinite Global PLC is controlled by members of the family that founded the Company and continue to hold a controlling interest in the Company.

EMWP intends to invest in its core business of Film Studios at the company to acquire, co-produce and distribute films, digital content, and music across multiple formats such as theatrical, television, OTT digital media streaming and plans to reveal its upcoming film slate shortly.

4. DIVIDEND

In view of losses, your Directors do not recommend any dividend to its members for the financial year 2022-23.

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.erosmediaworld.com.

5. RESERVES

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

6. EMPLOYEES STOCK OPTION SCHEME

During the year, the Company issued and allotted 29,247 Equity Shares of 10/- each of the Company, pursuant to exercise of stock options by the eligible employees of the Company and its subsidiary companies, under the Eros Employee Stock Option Scheme 2017. As a result of such allotment, the paid up share capital increased from 95,88,48,720 (comprising of 9,58,84,872 equity share of 10/- each) to 95,91,41,190 (comprising of 9,59,14,119 equity share of 10/- each). The shares so allotted rank pari-passu with the existing share capital of the Company. Expect as stated herein, there was no other change in the share capital of the Company.

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During FY 2022-23, the Members at the 28 Annual General Meeting of the Company ("AGM") held on 27 September, 2022 had approved vide special resolution for adoption and implementation of Eros International Media Limited-Employee Stock Option Scheme (hereinafter referred to as "EROS ESOS 2022" or "the Plan") for grant of 1,50,00,000 Employee Stock Options to the eligible employees of the Company. EROS ESOS 2022 seeks to drive long-term performance, retain key talent, and to provide an opportunity for the employees to participate in the growth of the Company.

The Plan has been formulated in accordance with the provisions of the Companies Act, 2013 (the Act) and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB&SE Regulations"). The Nomination and Remuneration Committee ("NRC") administers the Plan and functions as the Compensation Committee for the purposes of SBEB&SE Regulations.

In compliance with the requirements of the SBEB&SE Regulations, a certificate from Secretarial Auditors, confirming the implementation of the Plan in compliance with the SBEB&SE Regulations and shareholders resolution, will be available for electronic inspection by the Members during the AGM of the Company. Members desirous of inspecting the certificate, may follow the procedure listed down in the Notes to the Notice of the AGM. During the year under review, there have been no grants made by the Company to any of the eligible employees of the Company.

The eligible employees shall be granted EROS ESOS 2022, as determined by the NRC of the Board, which will vest as per the approved vesting schedule and are exercisable into fully paid-up equity shares of 10/- (Rupee Ten Only) each of the Company, on the terms and conditions as provided under the Plan, in accordance with the provisions of the applicable laws and regulations for the time being in force. During the year under review, no grants were made to eligible employees of the Company.

The statutory disclosures as mandated under the Act and SBEB&SE Regulation and a certificate from Secretarial Auditors, confirming implementation of the Scheme in accordance with SBEB&SE Regulations and shareholders resolution have been hosted on the website of the Company at www.erosmediaworld.com.

7. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31 March 2023, the Company has 9 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 A.

None of the subsidiary companies except Copsale Limited (a British Virgin Island Company) and Colour Yellow Productions Private Limited 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.erosmediaworld.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 Registered 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 AGM of the Company. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered 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.erosmediaworld.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. Vijay Thaker, Executive Director (DIN: 01867309) retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

As on the date of this report, apart from aforementioned appointment/ re-appointment of Directors, Ms. Bindu Saxena (DIN: 00167802) ceased to be the Independent Director of the Company w.e.f 20 July, 2023. The Board placed on record her appreciation for the valuable contribution rendered by Ms. Bindu Saxena during her tenure as a Director of the Company.

The Board of Directors on recommendation of the NRC appointed Mrs. Urvashi Saxena (DIN: 02021303) as an Additional Non-Executive Independent Director on the Board w.e.f. 11 August 2023 and Mr. Sagar S. Sadhwani (DIN: 03559502) as an Additional Non-Executive Non-Independent Director on the Board w.e.f. 11 August 2023, subject to approval of Members at this AGM. They shall hold office as Additional Director up to the date of this AGM and are eligible for appointment as a Director.

As per the provisions of the Act, Independent Directors have been appointed for a period of five (5) years and shall not be liable to retire by rotation. All other Directors, except Managing Director, are liable to retire by rotation at the AGM of the Company.

The brief details of the Directors proposed to be appointed/ reappointed 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 AGM 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.

As on the date of this Report, Mr. Sunil Arjan Lulla, Managing Director, Mr. Pradeep Dwivedi, Executive Director & CEO, Mr. Vijay Thaker, Executive Director and VP-Company Secretary & Compliance Officer and Mr. Rajesh Chalke, Chief Financial 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 Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1) (b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of Directors and Senior Managers. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Board Meetings conducted during the year

The Board met six (6) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Report.

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.erosmediaworld.com and are stated in brief in the Corporate Governance Report attached to and forming part of this Report.

SEBI Order

The Securities and Exchange Board of India issued an Interim ex parte order against the Company and its Promoters, Directors of the Company under sections 11(1), 11(4) and 11B(1) read with Section 19 of the SEBI Act, 1992. The Company and the concerned noticees have submitted appeal to Securities Appellate Tribunal (SAT) inter alia to set aside the ex-parte interim order passed by SEBI and stay of the operation of the Order. The matter/s were listed for hearing before the Honble SAT Bench, and the Honble SAT Bench has reserved the order after hearing both parties.

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.erosmediaworld.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 B hereto and forms part of this Report.

9. AUDITORS & AUDITORS REPORT Statutory Auditors

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At the 28 AGM of the Company, the Members approved the appointment of M/s. Haribhakti & Co. LLP, Chartered Accountants (Firm Registration No. 103523W/ W100048) as the Statutory Auditors of the Company, to hold office for a period of 5 (five)

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years from the 28 AGM of the Company till the conclusion of the rd

33 AGM of the Company, in terms of the applicable provisions of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014.

Auditors Report

The report given by Haribhakti & Co. LLP, Chartered Accountants, Statutory Auditors on financial statements of the Company for FY23 is part of the Annual Report. The Statutory Auditors have qualified the Standalone and Consolidated Financials of the Company in their Statutory Audit Report. The explanations or comments by the Board on the Statutory Audit qualifications pursuant to Section 134(3)(f) of the Act and SEBI Listing Regulations are as follows:

On Standalone Financials:

Qualification Explanation
With reference to Note 53 of the Standalone Financial Statements, the Company has trade Receivables from group entities amounting to 42,384 Lakhs from Eros Worldwide FZE ("EWW"), 7,476 Lakhs from Eros International Limited UK and 3,120 Lakhs from Eros International USA Inc. Receivable of 13,231 Lakhs (net of payables of 29,153 Lakhs) from EWW which are overdue for long period of time, payments for which are not forthcoming. Basis the management accounts provided to us for year ended March 31, 2023, Net Worth of above said group entities has fully eroded and have incurred losses during the year. Basis the matter of facts stated as above with respect to financial viability of these companies, we are unable to comment on the extent of the recoverability of the carrying value of the above receivables and the consequential effects on the loss for the year ended March 31, 2023. The parent company of aforesaid entities i.e. EMWP is committed to continue to support these entities. Further, based on the future plans of EWW, management is confident of recovery of above dues. As a result of this there is no provision required at this point of time
With reference to Note 53 of the Standalone Financial Statements, no provision being created by the Company in respect of its trade receivables from group entities as per expected credit loss (ECL) in accordance with IND AS 109 Financial Instruments amounting to 20,513 Lakhs. The loss for the year ended March 31, 2023 is understated to that extent. The management considers that the since the receivable are from group entities, they are good and fully recoverable, and no provision is required in respect of said receivables. The ultimate parent company EMWP as well as parent company EWW are sure of generating appropriate revenues to help them settle all dues of the company over a period of coming financial year. The ultimate parent company is also in the process of Monetizing some of the investments/assets to help generate sufficient cashflows to support its commitments to the company. As a result of this the companys management has decided not to take any ECL provisions for current financial year.
With reference to Note 58 of the Standalone Financial Statements, Securities and Exchange Board of India (SEBI) has appointed Forensic Auditor to verify the Consolidated Financial Statements of the Company for financial year ended March 31, 2018, March 31, 2019 and March 31, 2020 and status on the matter as on date. In the absence of any conclusion of the matter as on date and receipt of communication from SEBI in this regard, we are unable to state impact, if any, this has on the Securities and Exchange Board of India (SEBI) has vide its letter dated October 31, 2022 has appointed the Forensic Auditor to verify the Consolidated Financial Statements of the Group for financial year ended March 31, 2018, March 31, 2019 and March 31, 2020.
standalone Ind AS financial statements. The Company continues to fully co-operate with SEBI as well as SEBI appointed forensic auditors to ensure completion of independent review by SEBI.

On Consolidated Financials:

Qualification Explanation
With reference to Note 53 of the Consolidated Financial Statements, the Group has trade Receivables from group entities amounting to 43,205 Lakhs from Eros Worldwide FZ LLC ("EWW"), 7,476 Lakhs from Eros International Limited UK and 3,120 Lakhs from Eros International USA Inc.. Receivable of 14,052 Lakhs (net of payables of 29,153 Lakhs) from EWW which are overdue for long period of time, payments for which are not forthcoming. Basis the management accounts provided to us for year ended 31 March 2023, Net Worth of above said group entities have fully eroded and have incurred losses during the year. Basis the matter of facts stated as above with respect to financial viability of these companies, we are unable to comment on the extent of the recoverability of the carrying value of the above receivables and the consequential effects on the loss for the year ended 31 March 2023. The parent company of aforesaid entities i.e. EMWP is committed to continue to support these entities. Further, based on the future plans of EWW, management is confident of recovery of above dues. As a result of this there is no provision required at this point of time.
Qualification Explanation
With reference to Note 53 of the Consolidated Financial Statements, no provision being created by the Company in respect of its trade receivables from group entities as per expected credit loss (ECL) in accordance with IND AS 109 Financial Instruments amounting to 20,513 Lakhs. The loss for the year ended March 31, 2023 is understated to that extent. The management considers that the since the receivable are from group entities, they are good and fully recoverable, and no provision is required in respect of said receivables. The ultimate parent company EMWP as well as parent company EWW are sure of generating appropriate revenues to help them settle all dues the company over a period of coming financial year. The ultimate parent company is also in the process of Monetizing some of the investments/assets to help generate sufficient cashflows to support its commitments to the company. As a result of this the companys management has decided not to take any ECL provisions for current financial year.
With reference to Note 56 of the Consolidated Financial Statements, Securities and Exchange Board of India (SEBI) has appointed Forensic Auditor to verify the Consolidated Financial Statements of the Company for financial year ended March 31, 2018, March 31, 2019 and March 31, 2020 and status on the matter as on date. In the absence of any conclusion of the matter as on date and receipt of communication from SEBI in this regard, we are unable to state impact, if any, this has on the statements. Securities and Exchange Board of India (SEBI) has vide its letter dated October 31, 2022 has appointed the Forensic Auditor to verify the Consolidated Financial Statements of the Group for financial year ended March 31, 2018, March 31, 2019 and March 31, 2020. The Company continues to fully co-operate with SEBI as well as SEBI appointed forensic auditors to ensure completion of independent review by SEBI.

Secretarial Auditors

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 2022-23. The Secretarial Audit Report for the financial year ended 31 March 2023 in the prescribed Form MR - 3 is attached to this Report as Annexure C, which is self-explanatory.

Internal Auditor

The Company has appointed M/s. Patni Mandhana & Associates

as the Internal Auditor of the Company.

Reporting of frauds by Auditors

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Act any instances of fraud committed against the Company by its officers or employees.

10. 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 D.

11. 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.

12. 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.erosmediaworld.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 2022-23 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 E.

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.

13. 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.erosmediaworld.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.

14. PREVENTION, PROHIBITION AND REDRESSAL OF

SEXUAL HARASSMENT AT WORKPLACE

Your Company has in place a formal policy for prevention of sexual harassment of its employees at workplace and the Company has complied with provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company conduct, from time to time, the awareness sessions on prevention of sexual harassment at workplace for its employees.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Furthermore, there was no pending compliant/ case at the beginning as well as ending of financial year.

15. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is uploaded on the website of the Company and the same is available on www.erosmediaworld.com.

16. INSURANCE

All the insurable interests of your Company including properties,

equipment, stocks etc. are adequately insured.

17. DEPOSITS

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, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

18. DIRECTORS RESPONSIBILITY STATEMENT

According to Section 134(5) of the Act, the Board to the best of their knowledge and based on the information and explanations received from your Company, confirms that:

a. the applicable Accounting Standards had been followed in the preparation of the annual accounts along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this 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. the proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; and

f. the system to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

19. 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:

( in lakhs)

Particulars Year ended Year ended
31 March 2023 31 March 2022
Expenditure in foreign currency 25,203 49
Earnings in foreign currency 850 17,661

20. 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.

21. 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.

22. 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.

23. CORPORATE SOCIAL RESPONSIBILITY

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 F forming part of this Report and is also available on the website of the Company at www.erosmediaworld.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

There were three matters filed and/or pending against the Company under the Insolvency and Bankruptcy Code, 2016. During the year, one matter was disposed off, as settled and/or withdrawn. One other matter has also been settled between the parties, and a petition for withdrawal is to be filed soon. Since the said matter is yet to be withdrawn, as at the end of the financial year, two matters remain pending. The Company is either contesting and/or taking steps to settle the pending matters, as per legal advice.

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

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 Pradeep Dwivedi
Executive Vice Chairman Executive Director & CEO
& Managing Director DIN: 07780146
DIN: 00243191
Place: Mumbai
Date: 11 August 2023