Eros International Media Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting the 23rd Annual Report of Eros International Media Limited (hereinafter referred to as "the Company"), along with the audited financial statements for the financial year ended 31 March, 2017.

1. FINANCIAL RESULTS

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

Eros International Media Limited Eros International Group
(Standalone) (Consolidated)
2016-17 2015-16 2016-17 2015-16
Sales and other Income 116,466 119,202 144,528 162,570
Profit Before tax 21,100 18,056 32,223 32,107
Less: Provision for Tax 8,061 6,793 7,894 7,900
Net Profit from the year from continuing operation 13,039 11,263 24,329 24,207
Profit for the year attributable to:
Equity shareholders of the Company - - 25,745 23,867
Non-controlling interests - - (1,416) 340
Other comprehensive income (net of taxes) (22) 12 (453) 2119.11
Total comprehensive income for the year 13,017 11,275 23,876 26,327
Attributable to:
Equity shareholders of the Company - - 24,821 25,968
Non-controlling interests - - (945) 358
EPS (Diluted) in 13.68 11.99 27.00 25.40

2. FINANCIAL PERFORMANCE

On a consolidated basis, our revenue decreased to 144,528 lakhs for the financial year 2016 - 2017 as against 162,570 lakhs in the previous financial year. The profit before tax increased by 0.36% to 32,223 lakhs as compared to 32,107 lakhs in the previous year. The Profit after tax attributable to equity shareholders was 25,745 lakhs increased by 7.87% over last year 23,867 lakhs in FY 2015 - 16. Diluted EPS increased by 6.30 % to 27 as compared to 25.40 in financial year 2015 - 16.

On a standalone basis, the revenue for the financial year 2016 - 17 stood at 116,466 lakhs which was lower by 2.30 % as compared to previous year which was 119,202 lakhs. The profit before tax increased by 16.86% to 21,100 lakhs as compared to 18,056 lakhs in previous year. The Profit after tax at 13,039 lakhs was higher by 15.77% over last year 11,263 lakhs in FY 2015 - 16. Diluted EPS increased by 14.10% to 13.68 as compared to 11.99 in financial year 2015 - 16.

3. OPERATIONAL PERFORMANCE

During the financial year 2016 - 17, your Company released a total of 44 films, of which 5 were high budget, 10 medium budget and 29 low budget films as compared to 63 films released in corresponding period last year, of which 6 were high budget films, 16 medium budget and 41 low budget films. Amongst the 44 films released during the financial year, 11 were Hindi films, 18 were Tamil/Telugu films and 15 were other regional language films.

Major releases for FY 2017 included: Housefull 3 (Hindi), Ki & Ka (Hindi), Dishoom (Hindi), Baar Baar Dekho (Hindi), Rock On 2 (Hindi), Neel Batte Sannatta (Hindi), Happy Bhaag Jayegi (Hindi), Banjo (Hindi), Kahaani 2 (Hindi), Sardaar Gabbar Singh (Telugu), Janata Garage (Telugu), 24 (Tamil), White (Malayalam), & Zara Hatke (Marathi), Chaar Sahibzaade 2 (Punjabi), Amar Prem (Bengali), Double Feluda (Bengali) and others.

In FY 2018, we continue to be focused on ramping up our own productions and co-production through Eros in-house franchise label, Trinity Pictures and key partnerships such as the one with talented producer - director, Aanand L. Rai (Colour Yellow Production). We are excited about these developments and are looking forward to FY2018 which will see the fruition of this strategy in a significant manner. Trinity Writers Room has been established and already completed development on 20 franchises.

China is evolving as a very significant film market and in years to come is expected to overtake the US film market. Eros currently has two Indo-China co-productions which are scheduled for release in FY2018-2019, a first for any Indian studio-Kabir Khans travel drama and Siddharth Anands cross-cultural romantic comedy Love In Beijing.

The Company has a compelling slate for FY 2018, including films such as a Trinity Pictures Sni_ - I Spy, Shubh Mangal Savdhan, Mukkebaz, Chandamama Door Ke, Bhavesh Joshi, Happy Bhaag Jayegi 2 and Soorma to name a few Hindi films. In addition, Eros has a number of Tamil, Telugu, Punjabi, Bengali, Marathi and Malayalam films that we look forward to releasing during the year.

Your Companys 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.

4. DIVIDEND

In terms of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, the Company has adopted the Dividend Distribution policy on February 10, 2017, copy of which is uploaded on the website of the Company www.erosintl.com

Your Directors did not recommend any dividend to its equity shareholders for the financial year 2016-2017, keeping in mind various financials & business plans of the Company.

5. RESERVES

No percentage of profits was transferred to General reserve as dividend was not recommended for the financial year 2016 - 17.

6. EMPLOYEES STOCK OPTION SCHEME & CHANGES IN SHARE CAPITAL

During the year, the Board of Directors of the Company, on the recommendations of Nomination and Remuneration Committee, granted additional 282,227 stock options to the employees of the Company and its subsidiary company and 269,553 Equity shares of the Company were issued and allotted to various employees against exercise of equal number of stock options pursuant to Eros Employee Stock Option Scheme 2009. This resulted in increase in the Companys paid up share capital to 938,587,170 as on 31 March, 2017 as against 935,891,640 in the previous year.

Summary of information on the Stock options provided by the Company in accordance with Employee Stock Option

Scheme 2009 of the Company and in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16 June, 2015, is attached as Annexure A hereto and is also available on website of the Company www.erosintl.com. A certificate from the statutory auditors that the scheme has been implemented in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the resolution(s) passed by the shareholders would be placed at the AGM for inspection by the members.

Further, the Board of Directors of the Company at its meeting held on 26 May, 2017 have approved the new Eros International Media Limited - Employee Stock Option Scheme 2017 ("EROS ESOP 2017") prepared in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 and necessary circulars/notifications issued thereto, for issue and allotment of grant of stock options to the employees of the Company, its holding and subsidiary companies. Brief features of ESOP 2017 are stated in the Notice convening the 23rd Annual General Meeting. Your Board of Directors recommend the item Nos. 6 and 7 of the Notice of the ensuring Annual General Meeting pertaining to EROS ESOP 2017 for your approval.

7. SUBSIDIARY COMPANIES

As on 31 March, 2017, the Company has 15 subsidiaries. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). 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, a statement containing salient features of the financial statements of the Companys subsidiaries, its performance and financial position in the prescribed Form AOC-1 is annexed to this Report as Annexure B.

None of the subsidiary companies are material non-listed Indian subsidiary as per the SEBI Listing Regulations and in accordance with Companys policy on "Determination of material subsidiaries", which is uploaded on the website of the Company at www.erosintl.com

In accordance with Section 136 of the Companies Act, 2013, 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. upto the date of the Annual General Meeting ("AGM"). 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 www. erosintl.com

8. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Vijay Ahuja, Non-Executive Non Independent Director of the Company, who was liable to retire by rotation at the 22nd AGM held on 29 September, 2016, did not seek re-appointment at the said AGM and ceased to be a Director with effect from

29 September, 2016. The Board of directors placed on record its sincere appreciation for Mr. Vijay Ahuja for the significant contributions and valuable guidance provided by him during his tenure with the Company. The Company wished him all the best for his future endeavours.

Mr. Kishore Lulla, Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment, pursuant to the provisions of Section 152 of the Companies Act, 2013 and applicable rules thereto. Your Directors recommend his re-appointment for your approval.

Further, the term of Mr. Kishore Lulla, as an Executive Director of the Company was approved by the shareholders for a period of five (5) years from 1 November, 2012. The Board, at their meeting held on 26 May, 2017, have approved and proposed the re-appointment of Mr. Kishore Lulla for another term of five (5) years commencing from the end of the existing term i.e. from 1 November 2017 till 31 October, 2022. Your Directors recommend extension of the term of Mr. Kishore Lulla on such terms and conditions as stated in explanatory statement for your approval.

The brief details of the director proposed to be reappointed as required under Regulation 36 of SEBI Listing Regulations is provided in the Notice of the Annual General Meeting.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings 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 Companies Act, 2013.

Pursuant to the provisions of Section 203 of the Act, the key managerial personnel of the Company are - Mr. Sunil Lulla, Executive Vice Chairman & Managing Director, Mr. Dinesh Modi, Group Chief Financial Officer (India), and Ms. Dimple Mehta, Vice President

– Company Secretary and Compliance Officer. There has been no change in the key managerial personnel during the year.

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 Companies Act, 2013. Further, all the Independent Directors have afirmed 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 Companies Act, 2013.

Meetings conducted during the year

The Board met five (5) 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 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 www.erosintl.com and are stated in brief in the Corporate Governance Report attached to and forming part of this Report.

Annual Evaluation of Board, Committees and Individual Directors

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements in accordance with the revised Board Performance Evaluation Policy approved and adopted by the Board on 10 February, 2017, which is as per the guidance note issued by SEBI on 5 January, 2017.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs during the meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The above evaluation was based on the evaluation criteria as per the revised Board Evaluation Policy of the Company. The performance evaluation was done in an independent and a fair manner.

The outcome of the Board evaluation for the financial year 2016-17 was discussed by the Nomination and Remuneration Committee and the Board at their meeting(s) held on 26 May, 2017.

Familiarization Programme for Independent Directors during the year

Familiarization Programme for Independent Directors is mentioned at length in the Corporate Governance Report attached to this Report and the details of the same have also been disclosed on the website of the Company www.erosintl.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 Companies Act, 2013 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 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 C hereto and forms part of this Report.

9. AUDITORS

M/s. Walker Chandiok & Co LLP, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting (AGM). In accordance with the provisions Section 139 of the Companies Act, 2013 and the mandatory rotation of the Auditor requirement, the Board of Directors on recommendation from Audit Committee proposed to appoint M/s Chaturvedi & Shah (Firm Registration No 101220W) as statutory auditors of the Company to hold office from the conclusion of ensuring 23rd AGM till the conclusion of 28th AGM to be held in the year 2022. A Certificate from M/s. Chaturvedi & Shah has been received to the effect that their appointment 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.

Yours Directors recommend the appointment of Auditors as stated at item no. 3 in Notice convening the forthcoming Annual General Meeting.

Auditors Report

There are no qualifications, adverse remarks or reservations made by M/s. Walker Chandiok & Co. LLP, Statutory Auditors, in their report for the financial year ended 31 March, 2017. The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, 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 Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company 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 2016 - 2017. The report of Secretarial Audit for the financial year 2016-2017 in form MR-3 is annexed herewith as Annexure D to this Report, which is self-explanatory. There are no qualifications, reservations or adverse remarks in the report.

11. CREDIT RATING

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

Facilities/ Rating Rating
Instrument Agency
1 Long term Facilities CARE CARE A+ (Single A
plus)
2 Short term Facilities CARE CARE A1 (A one)
Proposed Long CARE A+/ CARE A1
Term/ Short Term (Single A plus/ A one)
Facilities
3 Proposed Non- Convertible Debentures (that may be issued by the Company in future depending on various factors) CARE CARE A+ (Single A plus)
4 Commercial Papers/ Short Term Debt CARE CARE A1 (A One)

12. PARTICULARS OF EMPLOYEES

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.

13. LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of loans, guarantees and investments made /given by the Company in the year 2016-2017 under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31 March, 2017, are set out in the Notes to the Standalone Financial Statements of the Company forming part of this Annual Report.

14. RELATED PARTY TRANSACTIONS

In line with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board have approved a policy on related party transactions, which has been placed on the Companys website at www.erosintl.com. Prior omnibus approval of the Audit Committee is obtained for the transaction which are of a foreseeable and repetitive in nature and such transactions are reported on a quarterly basis for review by the Audit Committee and the Board.

Pursuant to Section 134 of the Companies Act, 2013, the particulars of material contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure F in this Report.

Other contracts/arrangements with related parties, in usual course of business and at arms length basis are stated in Notes to accounts.

15. VIGIL MECHANISM

In line with the requirements under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, your Company has established a Vigil Mechanism Policy for receiving and redressing complaints from employees, directors and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud.

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

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

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

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 beginning of Nil
the financial year (1 April, 2016)
Number of complaints filed during the year Nil
Number of cases pending as on the end of the Nil
financial year (31 March, 2017)

17. EXTRACT OF THE ANNUAL RETURN

In accordance with 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.

18. INSURANCE

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

19. DEPOSITS, LOANS AND ADVANCES

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, 2017. The details of loans and advances, which are required to be disclosed in the Companys annual accounts, pursuant to Schedule IV of SEBI Listing Regulations, are mentioned in Notes to accounts forming a part of this Report.

20. 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 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, 2017 and of the profit 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 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.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

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:

Particulars Year ended Year ended
31 March, 2017 31 March, 2016
Expenditure in foreign 149 221
currency
Earnings in foreign currency 37,520 20,894
CIF Value of Imports 1,960 -

22. INTERNAL AUDIT

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 entrusted the Audit Committee to set up the necessary internal control frameworks which are operating within the Company. In line with best practices, the Audit Committee regularly reviews the internal control system to ensure that it remains effective and fit for the purpose.

The Company has developed stringent internal control systems in its various business processes, commensurate with the size and nature of its business. The Company has entrusted the internal audit to M/s KPMG, Chartered Accountants.

The internal controls and governance process are duly reviewed for their adequacy and effectiveness through periodic audits by internal auditors. Your Companys Audit Committee periodically reviews the findings and suggestions given by internal auditors.

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

23. CORPORATE GOVERNANCE

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate report on Corporate Governance along with a certificate from the Secretarial Auditor on its compliance, forms an integral part of the report.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In line with Regulation 34(2)(e) and Schedule V of SEBI Listing Regulations, Management Discussion and Analysis Report is annexed and forms part of this Report.

25. CORPORATE SOCIAL RESPONSIBILTY

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 www.erosintl.com

During the financial year 2016-17, the Company had made a total spend of 20 Lakhs on CSR activities. The CSR contribution of 10 lakhs made in FY 2015-16 was utilized by "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 selected district of Uttar Pradesh. Since the spend was not considered in FY 2015 - 2016, it is considered as spend in 2016 - 2017, being the actual year of utilization.

The Company has also contributed 10 Lakhs to NGO ‘Arpan which was utilized for the project personal safety and education programme in schools for dealing with child sexual abuse. It also focuses on creating awareness and skill enhancement of adults like parents, teachers and institutional caretakers who are primary stakeholders and caregivers in childs life.

26. BUSINESS RESPONSIBILITY REPORT

The maiden Business Responsibility Report of the Company for the Financial Year 2016 - 17, as stipulated under Regulation 34 of the SEBI Listing Regulations is annexed to this Report as Annexure I.

27. RISK MANAGEMENT

Given the extensive scale of business operations, your Company has put in place an Enterprise Risk Management (ERM) framework and adopted a risk management policy based on globally recognised standards. The ERM framework is administered by the Audit Committee, as they have 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.

28. 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.

29. 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.

30. OTHER DISCLOSURES

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 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);

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings;

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

31. ACKNOWLEDGEMENTS

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 Jyoti Deshpande
DIN: 00243191 DIN: 02303283
Executive Vice Chairman & Executive Director
Managing Director
Place: New Delhi
Date: 26 May 2017