PVR Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the Twenty-Fifth Board Report on the business and operations of your Company along with audited financial statements for the Financial Year ended March 31, 2020.

1. Financial Summary and highlights

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), as amended and modified from time to time, the Company has prepared its financial statements as per Indian Accounting Standards (Ind AS) for the Financial Year 2019-20. Further, with effect from April 1, 2019, the Company adopted the new Accounting Standard Ind AS 116 Leases which have significant impact on financial statements (for details please refer financial statements and Management Discussion and Analysis section). The financial highlights of the Companys operations (on standalone basis) are as follows:

Particulars FY 2019-20 FY 2018-19
Revenue from operations 3,28,436 3,03,935
Other Income 4,286 3,150
Profit/Loss before Depreciation, Finance costs, Exceptional items and tax expense 1,10,834 60,776
Less: Depreciation/Amortisation 53,306 18,164
Profit/Loss before Finance costs, Exceptional items and tax expense 57,528 42,612
Less: Finance costs 47,984 12,775
Profit/Loss before Exceptional items and tax expense 9,544 29,837
Add/(less): Exceptional items - -
Profit/Loss before tax expense 9,544 29,837
Less: Tax expense (Current/Deferred) 6,528 10,828
Profit/loss for the year (1) 3,016 19,009
Total Comprehensive Income/loss (2) -682 -1,252
Total(1)+(2) 2,334 17,757
Balance of profit/loss for earlier years 57,601 41,596
Less: Transfer to Debenture Redemption Reserve - 2,895
Add: Transfer from Debenture Redemption Reserve 7,930 2,250
Less: Transfer to reserves - -
Less: Dividend paid on Equity shares -2,989 -935
Less: Dividend distribution tax -615 -192
Add: Adjustment on adoption of Ind AS 115 - 20
Less: Adjustment on adoption of Ind AS 116 -50,866 -
Balance carried forward 13,395 57,601

Revenue from operations of the Company was 3,28,436 lakh as compared to 3,03,935 lakh in the previous year.

Further, Company registered EBITDA of 1,10,834 lakh as compared with 60,776 lakh for the financial year ended March 31, 2019, showing a growth of 82%, primarily due to impact of change in accounting due to Ind AS 116. Further the financial results of the Company for the Financial Year 2019-20 are also impacted in a limited manner on account to measures taken by Government/regulatory bodies to prevent the spread of COVID-19. The financial results have been discussed in detail in the Management Discussion and Analysis Report forming part of this Report.

Further, during the Financial Year 2019-20, there was no change in the nature of business of the Company.

2. Dividend and Dividend Distribution Policy

During the year under review, the Board of Directors has declared and paid an Interim dividend of 4 per equity share of the face value of 10 each (40%) during the year. An amount of 2,476.16 lakh including Dividend Distribution Tax was paid towards the Interim dividend. The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view the Companys dividend distribution policy and impact of COVID-19 on business, has decided that it would be prudent, not to recommend any final dividend for the year under review.

The Board of Directors of your Company has approved and adopted the Dividend Distribution Policy of the Company and dividends declared/recommended during the year are in accordance with the said policy. The dividend distribution policy is placed as Annexure-1 to the report and is also available on the Company website www.pvrcinemas.com.

3. Transfer within Reserves

During the year under review, the Company has utilised 3,603.85 lakh of retained earnings for payment of Dividend and Dividend Distribution Tax (Final and Interim Dividend paid during the Financial Year 2019-20). The Board of Directors of your Company, has decided not to transfer any amount to the Reserves for the year under review.

4. Major events occurred during the year and post closure

(i) Adoption of Ind AS 116 Leases

With effect from April 1, 2019, the Company adopted the new Accounting Standard Ind AS 116 Leases. The new standard has a significant impact on financial statements of the Company. Please refer financial statements and Management Discussion and Analysis section for details.

(ii) Merger of SPI Cinemas Private Limited (SPI) with PVR Limited

During the previous year, the Board of Directors in its meeting held on August 12, 2018, approved the acquisition of SPI Cinemas Private Limited (SPI) via Share Purchase Agreement (SPA) by way of acquisition of 71.69% equity shares in SPI for a cash consideration (including deferred consideration) of 63,560 lakh and for the balance 28.31% stake, through issue of 1,599,974 equity shares of the Company to SPI shareholders in the ratio of 1:18.19 equity shares in the Company, pursuant to the proposed scheme of amalgamation. Consequent to above, on fulfilment of condition precedent in the said SPA, on August 17, 2018, the Company completed the acquisition of 71.69% shareholding in SPI. The scheme of amalgamation got approved by National Stock Exchange of India Limited, BSE Limited, by the members, secured and unsecured creditors of the Company and unsecured creditors of SPI in the NCLT convened meetings on April 24, 2019.

Pursuant to an application filed with National Company Law Tribunal for final order on aforesaid matter, the Honble Principal Bench of The National Company Law Tribunal at New Delhi vide its Order dated August 23, 2019 has approved the Scheme of Amalgamation (Scheme) between the Company, SPI Cinemas Private Limited (SPI) and their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 and the rules and regulations framed thereunder, effective from the appointed date of August 17, 2018. With effect from the appointed date and upon the Scheme becoming effective, entire business of SPI including its assets, properties, rights, benefits, interests and liabilities has been transferred to and vested in the Company, as a going concern.

The Company has given effect to the accounting treatment in the books of accounts as per acquisition method per Indian Accounting Standard (Ind AS) 103 Business Combinations, as prescribed by Section 133 of the Companies Act, 2013. Consequently, the standalone and consolidated financial figures for the year ended March 31, 2019 which were earlier approved by the Board of Directors at their meeting held on May 10, 2019 have been restated to give effect to the Scheme. Refer financial statements for further details.

(iii) Qualified Institutional Placement (QIP)

During the year under review, your Company raised 500 crore (Rupees Five Hundred Crore Only) by allotment of 2,908,583 Equity Shares under Qualified Institutional Placement at an issue price of 1,719.05 (including a premium of 1,709.05 share). The Company has utilised substantial amount of funds raised through QIP. Further, it is confirmed that there has been no deviation in the utilisation of funds raised through QIP for the period ended March 31, 2020. For further information, please refer to the Placement Document dated October 29, 2019 which is available on BSE, NSE and Company website.

(iv) COVID-19 Impact and measures

COVID-19 is an unprecedented event that has impacted people across the Globe. India has taken tough measures to fight against the situation including a country-wide lockdown. Accordingly, since mid-march all our cinemas across the country are shut with no certainty on re-opening. Due to this extraordinary event in the form of COVID-19 pandemic, it has led to lower revenue and earnings for financial year 2019-20. Further, depending on the duration of the closure of cinemas, Company expects a severe impact on the Companys financial results for Financial Year 2020-21 as well.

Company is taking decisive actions to mitigate the significant adverse impact of COVID-19 on our businesses and we are implementing cost reduction strategies to reduce the potential impact on the Companys earnings and cashflows and are in discussion with Industry groups and local/state/central government to develop action plans and support.

Some of the actions taken by the Company to date includes:

• Halted all non-essential operating and capital expenditures;

• Implemented a daily CFO review and approval for all outgoing procurement and payment requests;

• Significant payroll reduction for corporate employees. Reduced salary for senior management by 50% and for other staff in the rage of 20%-35%;

• Invocation of Force majeure clause in rental agreements. Further, discussions are going on with developers for reducing rentals for the post - COVID period as well;

• Making principal and Interest payments as scheduled; availing the benefit of moratorium announced by RBI; and

• Dividend to shareholders is suspended.

Your Company will continue to take all measures necessary to further reduce the impact at all cost levels, including fixed costs and outgoing cash flows.

(v) Right Issue of Equity Shares

Post the closure of the Financial Year 2019-20, the Board of Directors of the Company in their meeting held on June 8, 2020 approved Right Issue to the tune of 30,000 lakh (approx.). Further details in this regard will be updated from time to time on the website of the Company at www.pvrcinemas.com.

Further, no other material change and commitment have occurred after the closure of the Financial Year 2019-20 till the date of this Report, which would affect the financial position of your Company.

5. General Information - Overview of the Industry, External Environment and Economic outlook

Pursuant to Regulation 34 of the Listing Regulations, the stated information is adequately captured in Management Discussion and Analysis Report, forming part of this Report.

6. Capital Structure

During the year under review, the Authorised Share Capital of the Company was increased due to merger of SPI Cinemas Private Limited with the Company. The revised Authorised Share Capital of the Company, as on the date of this Report is 1,43,84,96,800 divided into 123,700,000 Equity Shares of face value of 10 each and 590,000, 0.001% Non-Cumulative Convertible Preference Shares of face value of 341.52 each.

During the year under review, the paid up equity share capital of the Company was increased consequent upon allotment of following equity shares of the Company:

• 102,000 Equity Shares of face value of 10 each were allotted under PVR Employees Stock Option Scheme 2017 to the specified employee(s) of the Company at the pre-determined exercise price against same number of options exercised by them;

• 2,908,583 Equity Shares of face value of

10 each were allotted under Qualified Institutional Placement on October 30, 2019 at an issue price of 1,719.05 per share;

• 1,599,974 Equity Shares of face value of 10 each were allotted at par to M/s. S S Theatres LLP, pursuant to the order passed by NCLT (Principal Bench) upon merger of SPI Cinemas Private Limited with the Company.

The paid up equity share capital as on March 31, 2020 was 51,34,91,450.

During the year under review, the Company has not issued any shares with differential voting rights nor issued sweat equity shares.

7. Details of Employee Stock options

During the year under review, your Company introduced PVR Employees Stock Option Plan 2020 (PVR ESOP 2020) for issuance of 520,000 stock options. PVR ESOP 2020 was approved by the Nomination and Remuneration Committee (NRC) and Board at their respective meetings held on January 23, 2020 and by the shareholders through postal ballot, result of which was announced on March 9, 2020. Further, NRC had on March 11, 2020 approved grant of 434,000 options at an issue price of 1,500 per option in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SEBI SBEB Regulations). However, on account of the difficulties faced by the Company due to lock-down imposed by the Government of India and various other State Governments, above 434,000 employee stock options could not be granted to the employees of the Company and the same were withdrawn by NRC at its meeting held on June 5, 2020. Disclosure pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 for the year ended March 31, 2020 is available on the website of the Company at www.pvrcinemas.com.

The details of the existing Employees Stock Options Plans are available on the website of the Company at www.pvrcinemas.com.

Kindly refer financial statements forming part of this Report for further details on ESOP Plans/Scheme(s).

8. Credit rating of Securities

The details on credit rating(s) of Securities as availed

by the Company are disclosed in the Corporate Governance

Report forming part of this Annual Report.

9. Transfer to Investor Education and Protection Fund

The Company has transferred a sum of 1.56 lakh during the Financial Year 2019-20 to Investor Education and Protection Fund established by the Central Government, in compliance with the Companies Act, 2013. The said amount represents unclaimed dividend which was lying with the Company for a period of seven years. Further, the Company has transferred 364 shares to Investor Education and Protection Fund Authority established by the Central Government, in compliance with the Companies Act, 2013.

Any shareholder whose shares or unclaimed dividend have been transferred to the Fund, may claim the shares under provision to Section 124(6) or apply for refund under Section 125(3)

(a) or under proviso to Section 125(3), as the case may be, to the Authority by making an application in Web Form IEPF - 5 available on website www.iepf.gov.in.

10. Changes in Directorships

During the year under review, Mr. Sanjay Khanna,

Mr. Amit Burman and Mr. Vishal Kashyap Mahadevia,

Directors of the Company had resigned from the Board and various committees of the Board, effective from April 15, 2019, July 26, 2019 and March 26, 2020, respectively, due to their pre-occupancy and personal reasons.

Further, during the Financial Year 2019-20, Mr. Sanjai Vohra and Mr. Vikram Bakshi were duly appointed/re-appointed as Independent Directors on the board of the Company for a period of five years, pursuant to the shareholders approval accorded on July 25, 2019. Also the appointment of Ms. Deepa Misra Harris, Independent Director, was regularised by the shareholders at their meeting held on July 25, 2019.

On October 22, 2019, the Company appointed Ms. Pallavi Shardul Shroff as an Independent Director (Additional Director) on the Board of the Company. Ms. Pallavi Shardul Shroff is the Managing Partner of Shardul Amarchand Mangaldas & Co. with over 37 years of extensive experience. Her broad and varied representation of public and private corporations and other entities, before various national courts, tribunals and legal institutions has earned her national and international acclaim. She is a member of the Competition Law Review Committee, constituted by the Government of India.

She appears regularly in the Supreme Court and High Courts of India, and in arbitrations, mediations and international legal disputes. She has recently been appointed on the ICC (International Chamber of Commerce) Court of Arbitration. She is presently a Director on the Boards of prestigious companies viz. Apollo Tyres Ltd., Trident Ltd., Asian Paints Ltd., Interglobe Aviation (Indigo Airlines) and One97 Communications Ltd. (Paytm). Ms. Shroff was recently conferred the Lifetime Achievement Award at the Chambers India Awards 2019 and also been recognised as one of the Most Powerful Women in Indian Business by Business Today, seven years in succession (2013-19). Her appointment as an Independent Director for a period of five years, effective October 22, 2019, is subject to the approval by the shareholders in the ensuing Annual General Meeting of the Company. The Board recommends her appointment to the shareholders. Further necessary detail as required under Regulation 36 of Listing Regulations is included in the Notice calling the ensuing Annual General Meeting.

Post the closure of Financial Year 2019-20, the Board had appointed Mr. Anish Saraf as an Additional Director (Non-executive Director) effective June 8, 2020. Mr. Saraf is based in Mumbai, joined Warburg Pincus in 2006 and has since been working with the Firms Indian affiliate. He is involved in the Firms investment advisory activities in India and evaluates opportunities in Real Estate, Industrial and Consumer sectors in India. Prior to joining Warburg Pincus, Mr. Saraf started his own mild steel manufacturing business. He is a Director of Kalyan Jewellers India Limited, PRL Developers Private Limited, BIBA Apparels Private Limited, Hamstede Living Private Limited and R. Retail Ventures Private Limited. Mr. Saraf holds a Chartered Accountancy degree from the Institute of Chartered

Accountants of India and an M.B.A. from the Indian Institute of Management, Ahmedabad. His appointment is currently up to the ensuing Annual General Meeting. The Board recommends his appointment to the shareholders. Further necessary detail as required under Regulation 36 of Listing Regulations is included in the Notice calling the ensuing Annual General Meeting.

Pursuant to Section 149 read with Section 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of the retirable Directors shall retire every year and if eligible, may offer for re-appointment. Consequently,

Mr. Ajay Bijli who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013. The Board recommends his re-appointment.

The Company has received necessary declarations from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013, confirming that they meet the criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 and that of Listing Regulations.

The Independent Directors have also confirmed that they have registered their names in the Independent Directors Databank. Further, the Board members are satisfied with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company.

In addition to above, the Company has in place a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in Zero Tolerance against bribery, corruption and unethical dealings/behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as Code of Business Conduct which forms an Appendix to the Code. The Code is available on the Companys website.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code.

11. Key Managerial Personnel

The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name of the Employee Designation
Mr. Ajay Bijli Chairman cum Managing Director
Mr. Pankaj Dhawan Company Secretary cum Compliance Officer
Mr. Nitin Sood Chief Financial Officer

There is no change in KMPs during the year under review.

12. Meetings of the Board of Directors

During the Financial Year 2019-20, the Board of Directors had met six times. The details of Board Meetings and Committee Meetings are given in the Corporate Governance Report.

13. Audit Committee

As on March 31, 2020, the Audit Committee comprised of the following independent directors:

• Mr. Sanjai Vohra, Chairperson;

• Ms. Deepa Misra Harris, Member; and

• Mr. Vikram Bakshi, Member.

It is further confirmed that the recommendations of Audit Committee, as made from time to time, were duly accepted by the Board of Directors.

14. Policy on Directors Appointment and Remuneration Policy

Pursuant to the requirements under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a director and remuneration of directors, KMP and other employees is annexed as Annexure 2, which forms part of this Report. There has been no change in the Policy during the current year.

15. Performance Evaluation of the Board, its Committees and Directors

Pursuant to applicable provisions of the Companies Act, 2013 and Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board, its Committees and Individual Directors, including Independent Directors.

In order to evaluate the performance and various aspects of the functioning of the Board and its Committees viz. adequacy of the constitution, composition of the Board and its Committees, etc. are assessed, matters addressed in the Board and Committee Meetings, processes followed at the meetings, regulatory compliances and Corporate Governance, etc. are reviewed. Similarly, for evaluation of Directors performance, their profile, contribution in Board and Committee Meetings, execution and performance of specific duties, obligations, regulatory compliances and governance are evaluated.

During the Financial Year under review, the Independent Directors had met separately without the presence of any Non-independent Director and the members of management and discussed, inter alia, the performance of Non-independent Directors and Board as a whole and reviewed the performance of the Chairman of the Company.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated.

The Directors expressed their satisfaction with the evaluation process.

16. Remuneration of Directors and Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 3 which forms part of this Report.

In terms of Section 136 of the Act, the report and accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the registered office of the Company during business hours on working days of the Company from the date of this Report up to the date of ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary and the same will be made available on request.

17. Directors Responsibility Statement

Pursuant to requirements of Section 134(3) (c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Directors confirm:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(b) That such accounting policies have been selected by them and applied them consistently and made judgements and estimates that are reasonable and prudent so

as to give a true and fair view of the state of affairs

of the Company as at March 31, 2020 and of the profit and

loss of the Company for the year ended on that date;

(c) That proper and sufficient care has been taken by them 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) That the annual accounts have been prepared by them on a going concern basis;

(e) That they have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. Internal Financial Control and their adequacy

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. Further, Audit committee interacts with the statutory auditors, internal auditors and management in dealing with matters within its terms of reference. During the year under review, such controls were assessed and no reportable material weakness in the design or operations were observed. Accordingly, the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2019-20.

Kindly refer Statutory Auditor Report on internal financial controls forming part of this Annual Report for Auditors opinion on internal financial controls.

19. Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit committee or the Board of Directors under Section 143 (12) of the Companies Act, 2013, including rules made thereunder.

20. Report on the Performance & Financial Position of Subsidiaries

As on March 31, 2020, following is the list of subsidiaries of the Company:

Sl. No. Name of the Company
1 PVR Pictures Limited
2 Zea Maize Private Limited
3 P V R Lanka Limited
4 SPI Entertainment Projects (Tirupati) Private Limited

Further, PVR Middle East FZ LLC, a wholly-owned subsidiary of the Company, was dissolved effective January 30, 2020.

In terms of Companies Act, 2013, your Company does not have any direct associate Company or joint venture Company during the Financial Year 2019-20.

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 report on performance and financial position of subsidiaries in prescribed Form AOC-1 is annexed as per Annexure 4 which forms part of this Report.

In terms of provisions under Section 136 of the Companies Act, 2013, audited accounts of the subsidiary companies are placed on the website of the Company at www.pvrcinemas.com.

The Company will make available these documents upon request by any shareholder of the Company. The procedure for inspection of documents is mentioned in the Notice forming part of the Annual Report.

21. Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year 2019-20 in terms of Chapter V of the Companies Act, 2013.

22. Particulars of Loans, Guarantee or Investment under Section 186 of the Companies Act, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013, a statement containing details of loans, guarantee and investment made under Section 186 of the Companies Act, 2013, for the Financial Year 2019-20, is given in the financial statements, forming part of this Annual Report.

23. Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013

With reference to Section 134(3)(h) of the Companies Act,

2013, all contracts and arrangements with related parties under Section 188(1) of the Companies Act, 2013, entered by the Company during the year under review, were in the ordinary course of business or/and on an arms length basis.

During the Financial Year 2019-20, the Company has not entered into any contract or arrangement with related parties which could be considered material according to the Policy of the Company on Materiality of Related Party Transactions.

Your attention is also drawn to the Related Party Disclosures set out in the Financial Statements forming part of this Annual Report.

24. Details of Policy developed and implemented on Corporate Social Responsibilities (CSR) initiatives

The Company has in place a CSR Policy in line with Schedule VII of the Companies Act, 2013. As per the policy, the CSR activities are carried by PVR Nest which focuses inter alia on:

(a) Education and social development of the most vulnerable sections of our society;

(b) Hunger, Poverty, Malnutrition and Health;

(c) Sanitation and Safety;

(d) Gender Equality; and

(e) Environmental Sustainability

A report on CSR activities is furnished in Annexure 5A & 5B which forms part of this Report.

25. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Pursuant to the provisions of Section 134 of Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo are attached as Annexure 6 which forms part of this Report.

26. Development and Implementation of Risk Management

Risk management is embedded in PVRs operating framework.

The Company believes that risk resilience is key to achieving higher growth. To this effect, there is a process in place to identify key risks across the Company and prioritise relevant action plans to mitigate these risks.

The Company has duly approved a Risk Management Policy. The objective of this Policy is to have well-defined approach to risk. The Policy lays down broad guidelines for timely identification, assessment and prioritisation of risks affecting the Company in the short and foreseeable future.

The Policy suggests framing an appropriate response action for the key risks identified, so as to make sure that risks are adequately addressed or mitigated. The said Policy is also available on the website of the Company.

In terms of Regulation 21(3A) of Listing Regulations, a meeting of the Risk Management Committee of the Company was held during the year under review wherein the management confirmed that the Company on regular basis assesses, evaluates and monitors the risks-both internal and external associated with various aspects of its business and takes necessary mitigating steps, wherever possible to manage such risks.

Detailed discussion on Risk management forms part of Management Discussion & Analysis Report under the section Risks and Concerns which forms part of this Annual Report.

At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

27. Disclosure on Vigil Mechanism

The Company has a vigil mechanism through Whistle-Blower Policy to deal with instance of fraud and mismanagement, if any. The Company is committed to the highest standards of Corporate Governance and stakeholder responsibility. The Company has Whistle-Blower Investigation Committee which provides for adequate safeguards against victimisation of persons and also provides for direct access to the Chairman of the Audit Committee and also to the members of the Committee.

The Policy ensures that strict confidentiality is maintained while dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

The Company has always provided a congenial atmosphere for work to all employees, free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex.

The said Policy is also available on the website of the Company.

28. Material orders of Judicial Bodies/ Regulators

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

29. Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) were appointed as statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the twenty-second Annual General meeting held on July 24, 2017 until the conclusion of twenty-seventh Annual General meeting of the Company.

Pursuant to Sections 139 and 141 of the Companies Act, 2013 and relevant rules prescribed thereunder, the Auditors have confirmed, that their appointment would be within the limits laid and as per the term provided under the Act, that they are not disqualified for such appointment under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct.

The Auditor have also confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by Peer Review Board of the ICAI.

M/s. B S R & Co. LLP, Chartered Accountants, have submitted their report on the financial statements of the Company for the Financial Year 2019-20, which forms part of this Report.

They have issued an unmodified Audit opinion without any qualification, reservation or adverse remark.

30. Secretarial Auditors and their Report

M/s. Arun Gupta & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the Financial Year 2019-20 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in prescribed Form MR-3 is annexed as Annexure 7 to this Report.

There are no qualifications or observations or other adverse remarks or disclaimer of the Secretarial Auditors in the report for the Financial Year 2019-20.

31. Compliance with Secretarial Standard

Pursuant to the provisions of Section 118 of the Companies Act,

2013, the Company has materially complied with the applicable provisions of the Secretarial Standards on meetings of the board of directors and general meetings, as issued by the Institute of Company Secretaries of India.

32. Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules,

2014, the extract of Annual Return as on March 31, 2020 in the prescribed Form No. MGT-9 is annexed as Annexure 8 and forms part of this Report.

33. Consolidated Financial Statements

The Company has prepared consolidated financial statements in accordance with applicable accounting standards and Companies Act provisions. The same are presented in addition to the standalone financial statement of the Company.

34. Prevention of Sexual Harassment Policy

The Company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year.

Particulars Nos.
Number of complaints pending at the beginning of the year 0
Number of complaints received during the year 24
Number of complaints disposed off during the year 22
Number of cases pending at the end of the year 2#

# These complaints were received in first week of March 2020. While the first round of inquiry was conducted with complainants and respondents, however, due to national lockdown, inquiry could not be completed, hence as of March 31, 2020, the same were pending.

35. Business Responsibility Report

As stipulated under the Listing Regulations, the Business Responsibility Report, describing the initiatives taken by the Company from Environmental, Social and Governance perspective is presented in a separate section, forming part of the Annual Report.

36. Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming integral part of this Annual Report.

37. Corporate Governance

The Company is committed to uphold the highest standards of corporate governance and believes that the business relationship can be strengthened through corporate fairness, transparency and accountability. Your Company complies with all the mandatory provisions of the Listing Regulations.

The Report on Corporate Governance is placed in a separate section forming part of the Annual Report alongwith a certificate received from a Practicing Company Secretary and forms integral part of this Report. A certificate from Chairman cum Managing Director and Chief Financial Officer of the Company, confirming the correctness of the financial statements, compliance with Companys Code of Conduct and adequacy of the internal control measures as enumerated and reporting of matters to the Audit Committee in terms of Listing Regulations, is also attached and forms part of this Report.

38. Acknowledgements

The Directors express their deep sense of appreciation for the contribution made by the employees both at corporate and cinema level to the significant improvement in the operations of the Company. Their dedicated efforts and enthusiasm have been pivotal to the growth of the Company. The Directors also thank all the stakeholders including members, customers, lenders, vendors, investors, business partners and state and central governments, bankers, contractors, vendors, credit rating agencies, legal counsels, Stock Exchanges, Registrar and Share Transfer Agent for their continued co-operation and support and their confidence in its management.

For and on behalf of the Board of Directors
of PVR Limited
Ajay Bijli
Chairman cum Managing Director
Place: New Delhi
Date: June 8, 2020