eros international media ltd Directors report

To

The Members

Eros International Media Limited

Your Board of Directors are pleased to present 28^th 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 2022.

1. FINANCIAL RESULTS

The Financial Performance of your Company for the year ended 31 March 2022 is summarized below:

(Rs in Lakh)

Particulars	Standalone Year Ended		Consolidated Year Ended
	2021-22	2020-21	2021-22	2020-21
Sales and other Income	25,761	31,264	46,569	38,873
Profi t / (Loss) before exceptional items & tax	360	(15,847)	(115)	(15,000)
Exceptional (loss)/ gain	Nil	Nil	Nil	(2,301)
Profit / (Loss) Before Tax	360	(15,847)	(115)	(17,301)
Less: Tax Expenses / (Credit)	Nil	1,136	802	785
Net Profit / (Loss) from the year from continuing operation	360	(16,983)	(917)	(18,086)
Profi t / (Loss) for the year attributable to:
Equity shareholders of the Company	-	-	(758)	(18,026)
Non-controlling interests	-	-	(159)	(60)
Other comprehensive income (net of taxes)	10	(14)	3,372	(2,825)
Total comprehensive income/ (loss) for the year	370	(16,997)	2,455	(20,911)
Attributable to:
Equity shareholders of the Company	-	-	2,614	(20,851)
Non-controlling interests	-	-	(159)	(60)
EPS (Diluted) in Rs	0.38	(17.74)	(0.96)	(18.90)

2. FINANCIAL PERFORMANCE

On a consolidated basis, the Company has recorded revenues of Rs 46,569 Lakh which was increased by 19.80% as compared to previous year of Rs 38,873 Lakh. The loss before tax amounted to Rs 115 Lakh as against previous year loss of Rs 17,301 Lakh. The loss after tax attributable to equity shareholders was Rs 917 Lakh as compared to previous year loss of Rs 18,086 Lakh. Diluted EPS decreased to Rs (0.96) as compared to previous year Rs (18.90). The reported loss in current financial year was predominantly on account of COVID-19 outbreak and resulting measures taken by Government of India to contain the virus and the said lockdown has significantly affected our business during financial year 2021-22.

On standalone basis, the Company has recorded lower revenues of Rs 25,761 Lakh which was lower by 17.60% as compared to previous year of Rs 31,264 Lakh. However, for current financial year, the Company has earned profit before tax amounting to Rs 360 Lakh as against loss in the previous year of Rs 15,847 Lakh. The profit after tax stood at Rs 360 Lakh as compared to previous year loss of Rs 16,983 Lakh. Diluted EPS decreased to Rs 0.38 as compared to previous year

Rs (17.74).

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.

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.

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 was declared as pandemic by WHO and hence the entire global market scenario has been changed with respect to investments in various businesses. After completion of two years, now situation is getting normalized.

Our industry has been one of the most affected industry globally due to outbreak of coronavirus. However, situation seems to be improving post central governments and most of the state governments allowing 100% occupancy for multiplexes and single screen theaters. With 100% occupancy being allowed, we expect theatrical releases to be brought back to pre-COVID levels by end of 2022. Most of the production houses have planned releases of their movies over next year or so expecting normalcy in the business to continue.

Your Company has been diligently observing COVID-19 scenario before embarking on to operations at pre-COVID levels. Management has been working on conserving cash to take advantage of appropriate opportunities for production/ acquisition/distribution of movies.

As a part of on going efforts of conserving cash and improving liquidity, the Company, in the month of June 2021, has successfully implemented One Time Restructuring (OTR) with consortium bankers as per the circular on ‘Resolution Framework for COVID-19 Stress issued by Reserve Bank of India dated August 6, 2020. The company has been complying all terms of OTR.

As one of the outcomes of the COVID-19 pandemic, social lives of people across regions and economic sections have changed. 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 groups OTT platform Eros Now, where a large chunk of the content library comprises of our own content(s) and acquired content(s), 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 has been amongst the first few to recover and continues to provide to 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.

4. DIVIDEND

With a view to conserve resources and to strengthen the financial positions of the Company, your Directors do not recommend any dividend to its members for the financial year 2021-22.

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 & CHANGES IN SHARE CAPITAL

During the year under review, the Nomination and Remuneration Committee of the Board had issued and allotted 20,054 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 ESOS 2017"). This resulted in increase in the Companys Paid up Share Capital to Rs 9,58,84,872 as on 31 March 2022 as against Rs 9,58,64,818 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.erosmediaworld.com. A certificate from the statutory auditors certifying that both the schemes viz. EROS ESOS 2009 and EROS ESOS 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 2022, 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 Companies Act, 2013 ("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) is 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 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 (AGM) 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.erosmediaworld.com.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As reported in the previous year, Mr. Manmohan Kumar Sardana (DIN: 09294639) was appointed as an Non-Executive Independent Director for a term of Five (5) consecutive years from the conclusion of 27^th AGM till the conclusion of 32^nd AGM of the Company to be held in the calendar year 2026 and Mr. Pradeep Dwivedi (DIN: 07780146) was appointed as an Executive Director on the Board w.e.f 14 August 2021, liable to retire by rotation. Their appointment was approved by the Members at the 27^th AGM held on 28 September 2021. In accordance with the provisions of Section 152(6) of the Act and in terms of the Articles of Association of the Company, Mr. Pradeep Dwivedi, Executive Director & CEO (DIN: 07780146) 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, Mr. Kishore Arjan Lulla ceased to be the Executive Director of the Company w.e.f 19 May 2022. The Board placed on record their appreciation for the valuable contribution rendered by Mr. Kishore Arjan Lulla during his tenure as a Director of the Company.

The Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Mr. Vijay Jayantilal Thaker (DIN: 01867309) as Executive Director of the Company w.e.f. 19 May 2022 and the Members of the Company approved the said appointment vide Ordinary Resolution passed through Postal Ballot on 19 June 2022.

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.

Mr. Vijay Thaker was appointed as a Chief Financial Officer of the Company under Section 203 of the Act w.e.f. 11 February 2022 and had resigned from the post of Chief Financial Officer of the Company w.e.f. 19 May 2022.

Further, Mr. Rajesh Chalke was appointed as a Chief Financial Officer of the Company under Section 203 of the Act w.e.f. 19 May 2022.

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 alongwith 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 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.

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.

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 C hereto and forms part of this Report.

9. AUDITORS & AUDITORS REPORT Statutory Auditors

Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration No. 101720W/W100355) have been appointed as Statutory Auditors of your Company for a period of 5 years i.e. from the conclusion of 23^rd AGM until the conclusion of 28^th AGM to be held in the calendar year 2022 at the AGM held on 28 September 2017. The present term of Chaturvedi & Shah LLP, Chartered Accountants, would expire at the conclusion of the ensuing AGM.

The Board of Directors of your Company has proposed the appointment of M/s. Haribhakti & Co. LLP (Firm Registration No. 103523W/W100048), Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of this 28^th AGM till the conclusion of 33^rd AGM to be held in the calendar year 2027.

The Company has received a letter from the Auditors confirming that they are eligible for appointment as Statutory Auditors of the Company under Section 139 of the Act and meet the criteria for appointment specified in Section 141 of the Act. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

Auditors Report

The report given by Chaturvedi & Shah LLP, Chartered Accountants, Statutory Auditors on financial statements of the Company for FY22 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:

With reference to Note 55 of the Standalone Financial Statements, the Company has trade receivables of Rs 40,645 Lakh from Eros Worldwide FZ LLC ("EWW") ("Company having significant influence") and Rs 8,652 Lakh from Eros International Limited UK (fellow subsidiary of EWW) and Rs 2,884 Lakh from Eros International Inc. USA (fellow subsidiary of EWW). Dues of EWW of Rs 32,577 Lakh are overdue. As per the management accounts for year ended March 31, 2022 provided to us, net worth of these companies has been eroded and has incurred losses in that year. Further, EWW has made significant write down in the carrying amount of film content. Considering the financial position of these companies, we are unable to obtain sufficient appropriate audit evidence 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.

Further, EWW has made significant write down in the carrying amount of film content.

Explanation:

The parent company of aforesaid entities i.e. Eros Media World PLC is committed to continue to support these entities. Further, based on the future business plan of EWW, management is confident of recovery of above dues. Hence, it does not require any provision.

On Consolidated Financials:

Qualification:

With reference to Note 56 of the Consolidated Financial Statements, the Group has trade receivables of Rs 40,645 Lakh and loan receivables of Rs 88,133 Lakh from Eros Worldwide FZ LLC ("EWW") ("Company having significant influence"), and trade receivables of Rs 8,652 Lakh from Eros International Limited UK (fellow subsidiary of EWW) and Rs 2,884 Lakh from Eros International Inc. USA (fellow subsidiary of EWW). Dues of EWW of Rs 32,577 Lakh are overdue. As per the management accounts for year ended March 31, 2022 provided to us, net worth of these companies has been eroded and has incurred losses in that year. Further, EWW has made significant write down in the carrying amount of film content. Considering the financial position of these companies, we are unable to obtain sufficient appropriate audit evidence to comment on the extent of the recoverability of the carrying value of the above receivables and the consequential effects on the consolidated financial statement.

Explanation:

The parent company of aforesaid entities i.e. Eros Media World PLC is committed to continue to support these entities. Further, based on the future business plan of EWW, management is confident of recovery of above dues. Hence, it does not require any provision.

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.

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 2021-22. The Secretarial Audit Report for the financial year ended 31 March 2022 in the prescribed Form MR - 3 is attached to this Report as Annexure D, which is self-explanatory.

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 E.

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 2021-22 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.

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. EXTRACT OF THE ANNUAL RETURN

In view of the amendments to Section 92 and Section 134 of the Act, an extract of Annual Return in the prescribed Form MGT-9 is not required to be published, if the Annual Return of the Company is placed on its website. The Company has placed the Annual Return of the Company on its website at www.erosmediaworld.com and accordingly, the extract is not being published in Annual Report.

16. INSURANCE

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

17. DEPOSITS

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

18. DIRECTORS RESPONSIBILITY STATEMENT

According to Section 134(3)(c) of the Act, the Board of Directors, to the best of its knowledge and belief, 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:

(Rs in Lakh)

Particulars	Year ended March 31, 2022	Year ended March 2021
Expenditure in foreign currency	49	100
Earnings in foreign currency	17,661	15,160

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 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 G 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

???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);

???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	Pradeep Dwivedi
Executive Vice Chairman &	Executive Director & CEO
Managing Director	DIN: 07780146
DIN: 00243191
Place: Mumbai
Date: 12 August 2022.