PVR Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the Twenty-Seventh Board Report on the business and operations of your Company along with audited financial statements for the Financial Year ended March 31, 2022.

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 2021-22. The financial highlights of the Companys operations (on standalone basis) are as follows:

(Amount in lakhs)

Particulars FY 2021-22 FY 2020-21
Revenue from operations 1,21,331 22,572
Other Income 31,074 47275
Profit/Loss before Depreciation, Finance costs, Exceptional items and tax expense 41,689 14,321
Less: Depreciation/Amortisation 59,442 56,349
Profit/Loss before Finance costs, Exceptional items and tax expense (17,753) (42,028)
Less: Finance costs 49,394 49,347
Profit/Loss before Exceptional items and tax expense (67,147) (91,375)
Add/(less): Exceptional items - -
Profit/Loss before tax expense (67,147) (91,375)
Less: Tax expense (Current/Deferred) (19,312) (19,025)
Profit/loss for the year (1) (47,835) (72,350)
Total Comprehensive Income/loss (2) (40) (8)
Total (1)+(2) (47875) (72,358)
Balance of profit/loss for earlier years (58,963) 13,395
Balance Carried Forward (1,06,838) (58,963)

Information Other than the Standalone Financial Statements and Auditors Report Thereon

Revenue from operations of the Company for the Financial Year 2021-22 was Rs 1,21,331 lakhs as compared to Rs 22,572 lakhs in the previous Financial Year. Further, your Company registered EBITDA of Rs 41,689 lakhs as compared with Rs 14,321 lakhs for the Financial Year ended March 31, 2021, showing a growth of 191.10%. Further the financial results of the Company for the Financial Year 2021-22 were impacted on account of spread of COVID-19 pandemic and the measures taken by government bodies to prevent its transmission. 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 2021-22, there was no change in the nature of business of the Company.

2. Dividend and Dividend Distribution Policy

The Board of Directors of your Company, keeping in view the Companys dividend distribution policy, the current financial position, relevant circumstances and impact of COVID-19 on business, has decided, not to recommend any dividend for the year under review.

The Board of Directors of your Company has approved and adopted the Dividend Distribution Policy. The dividend distribution policy is placed on the Company website at https://www. pvrcinemas.com/corporate.

3. Transfer to Reserves

Due to loss incurred during the year under review, the Board of Directors of your Company has decided not to transfer any amount to the Reserves.

4. Major events occurred during the year and post closure

(i) Merger of INOX Leisure Limited ("Transferor Company/INOX") with the Company

The Board of Directors in its meeting held on March 27, 2022, approved the scheme of amalgamation of INOX into and with the PVR Limited ("Transferee Company") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other rules and regulations framed thereunder.

The Scheme is subject to the receipt of applicable approvals, including approvals from the respective jurisdictional Honble National Company Law Tribunal, SEBI, BSE Limited and the National Stock Exchange of India Limited and such other approvals, permissions, and sanctions of regulatory and other authorities as may be necessary. The appointed date for the scheme shall be the effective date of the scheme (which shall be the date on which the last of the conditions precedent to effectiveness as set out in the scheme are satisfied) or such other date that the Transferor Company and the Transferee Company may agree mutually, and is the date with effect from which the scheme shall be operative.

For the detailed rationale and terms of the proposed merger, kindly refer Management Discussion and Analysis Report forming part of the Annual Report.

(ii) Rent Concession Accounting (Ind AS 116)

Ministry of Corporate Affairs amended Ind AS 116 vide its notification dated July 24, 2020 which allowed rent concessions received during COVID-19 period to be written back to Statement of Profit and Loss as practical expedient and not assessing the same as lease modification. This has significant impact on the other income for the current financial year. Please refer financial statements and relevant section of Management Discussion and Analysis Report for details.

(iii) COVID-19 Impact and measures

The Year under review has again been a challenging year for the Company, as COVID-19 continued to adversely impact the operations of the Company. Due to the burgeoning caseload across the entire country, localised lockdowns and curfews were mandated by various state governments. Majority of our screens were shut down in a staggered manner in April, 2021 and by first week of May 2021 the entire cinema circuit was shut. During 3rd Quarter of Financial Year 2021-22, the Company had restarted its operations in all states with capacity restrictions depending upon respective state guidelines. From November 2021 onwards, the business started to pick up momentum with the release of first Bollywood blockbuster "Sooryavanshi". Regular flow of content during November and December ensured that business delivered operational profit after 6 quarters of losses. The 3rd wave of COVID-19 took everyone by surprise with its rapid spread of infection and all the states had once again put in place capacity restrictions on cinema operations. The business however bounced back swiftly in the month of March 2022 as these restrictions were lifted with strong box office performance of films.

The pandemic has resulted in extreme economic and social stress in India and the world. The priority of the Company during this period has been to safeguard the health and well-being of employees, customers and communities at large while managing business operations as efficiently as possible. The Company has assessed the likely impact of the pandemic on the business. It has adversely impacted the business in the short term, but the longterm drivers of the business are intact and the Company does not anticipate any material medium to long term risks to the business. Company was continuously working to minimise the impact of the pandemic. To mitigate the adverse impact of COVID-19 on the business, the Company continued with its strategy to manage costs, cash flows and maintain adequate liquidity.

Since, the year under review had put unexpected distress which required your Board to deal with the situation diligently, the focus of the company was to manage its costs and reduce cash burn, ensure enough liquidity on the balance sheet to tide through these tough times, ensure health and well-being of all its employees, build customer trust and confidence as we re-opened cinemas with revised safety protocols.

(iv) Shifting of Registered Office

The Board of Directors of the Company has approved the shifting of registered office of the Company from the NCT of Delhi to the State of Maharashtra, vide their resolution passed by circulated on April 9, 2022, subject to the approval of regulatory authorities and members of the Company.

Further, no other material change and commitment have occurred after the closure of the Financial Year 2021-22 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 Annual Report.

6. Capital Structure

As on the date of this Report, the Authorised Capital of the Company is Rs 1,43,84,96,800 consisting of 12,37,00,000 Equity Shares of face value of Rs 10 each and 5,90,000, 0.001% Non-Cumulative Convertible Preference Shares of face value of Rs 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:

• 56,185 Equity Shares of face value of Rs 10 each were allotted under PVR Employees Stock Option Plan 2017 to the specified employee(s) of the Company at the predetermined exercise price against same number of options exercised by them;

• 1,78,230 Equity Shares of face value of Rs 10 each were allotted under PVR Employees Stock Option Plan 2020 to the specified employee(s) of the Company at the predetermined exercise price against same number of options exercised by them.

The paid up equity share capital as on March 31, 2022 was Rs 60,99,65,870.

During the year under review, the Company neither issued any shares with differential voting rights nor issued sweat equity shares.

7. Details of Employee Stock options

PVR Employees Stock Option Plan, 2022

During the Financial Year 2021-22, your Company had introduced PVR Employees Stock Option Plan 2022 (PVR ESOP 2022) for issuance of 6,00,000 stock options. In the same Financial Year, the Nomination and Remuneration Committee ("NRC") had approved the grant of 5,68,500 options at an issue price of Rs 1,347/- per option subject to the approval from the regulatory authorities.

PVR Employees Stock Option Plan, 2020

During the Financial Year 2021-22, Nomination and Remuneration Committee ("NRC") at its meeting held on April 12, 2021, had revised the vesting period of 5,20,000 options granted under PVR Employees Stock Option Plan 2020 (PVR ESOP 2020) up to 2nd anniversary from the date of grant i.e. July 15, 2020, allowing vesting of 50% of options granted on each anniversary.

PVR Employees Stock Option Plan, 2017

During the Financial Year 2021-22, Nomination and Remuneration Committee ("NRC") at its meeting held on April 12, 2021, took note of cancellation of 41,000 options granted under PVR Employees Stock Option Plan 2017 (PVR ESOP 2017) and re-granted the same to eligible employees at an exercise price of Rs 1,400/-.

Disclosure pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 for the year ended March 31, 2022 is available on the website of the Company at

https://www.pvrcinemas.com/corporate.

Kindly refer financial statements forming part of this Report for further details on ESOP Plan(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 Rs 1,11,198/- (Rupees One Lakh Eleven Thousand One Hundred Ninety Eight Only) during the Financial Year 2021-22 to Investor Education and Protection Fund (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 4,416 shares to the Investor Education and Protection Fund Authority 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) 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 at www.iepf.gov.in.

10. Changes in Directorships and other Compliances in relation to the Directors

A. Appointment and regularisation of Additional Directors:

During the year under review, the appointment of Mr. Gregory Adam Foster, Independent Director, was regularised by the shareholders at their meeting held on September 28, 2021.

B. Directors retiring by rotation:

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, Ms. Renuka Ramnath, who retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment in accordance with the provisions of the Companies Act, 2013.

The Board recommends her re-appointment to the Shareholders of the Company.

C. Confirmations & declarations from the Independent Directors:

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. The details of familiarisation programme for Independent Directors are available on the Companys website at https://www.pvrcinemas. com/corporate.

D. Adherence to the Code of Conduct:

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 https://www. pvrcinemas.com/corporate.

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

As on March 31, 2022, the Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act, 2013 were as follows:

Name Designation
Mr. Ajay Bijli Chairman cum Managing Director
Mr. Nitin Sood Chief Financial Officer
Mr. Mukesh Kumar Company Secretary and Compliance Officer

During the Financial Year 2021-22, Mr. Pankaj Dhawan, retired from the services of the Company effective from the close of business hours on April 15, 2021 and Mr. Mukesh Kumar was appointed as the Company Secretary and Compliance Officer effective June 02, 2021 and was also designated as one of the Key Managerial Personnel of the Company.

12. Meetings of the Board of Directors

During the Financial Year 2021-22, the Board of Directors had met 5 times. The details of Board Meetings and Committee Meetings are given in the Corporate Governance Report.

13. Audit Committee

As on March 31, 2022, the Audit Committee comprised of the following independent directors:

• Mr. Sanjai Vohra, Chairman;

• 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 Rs 1, which forms part of this Report.

There has been no change in the Policy during the financial year under review

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 of the Board various factors vis. board diversity, knowledge and expertise, corporate governance practices etc. are assessed. 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 Rs 2 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, 2022 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 2021-22.

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 Auditor of the Company have not reported any fraud 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, 2022, following is the list of subsidiaries of the Company:

Sl. Name of the subsidiary company
1 PVR Pictures Limited
2 Zea Maize Private Limited
3 P V R Lanka Limited
4 SPI Entertainment Projects (Tirupati) Private Limited*

*The Company is under the process of voluntary striking off

In terms of Companies Act, 2013, your Company does not have any direct associate Company or joint venture Company during the Financial Year 2021-22.

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 Rs 3 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 https://www.pvrcinemas. com/corporate.

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.

Further, the Company has formulated a Policy for determining Material Subsidiaries, which is also available on the Companys website at https://www.pvrcinemas.com/corporate

21. Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year 2021-22 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 2021-22, 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 and on an arms length basis.

During the Financial Year 2021-22, 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. The Companys Policy on dealing with Related Party transactions is also available on the Companys website at https://www.pvrcinemas.com/corporate.

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 Rs 4 which forms part of this Report. CSR Policy is available on the Companys website at https://www.pvrcinemas.com/corporate.

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 Rs 5 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 priorities 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 at https://www.pvrcinemas.com/corporate.

In terms of Regulation 21(3A) of Listing Regulations, two meetings 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 said Policy is also available on the website of the Company at https://www.pvrcinemas.com/corporate.

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.

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

M/s B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), Statutory Auditors of the Company would retire on the conclusion of this Annual General Meeting on completion of their term of appointment

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee, recommended the appointment of M/s S.R. Batliboi & Co., LLP, Chartered Accountants (Firm Registration No.301003E/E300005) as Statutory Auditors of the Company for a term of 5 years, in place of M/s B S R & Co. LLP, to hold office from the conclusion of 27th Annual General Meeting until the conclusion of 32nd Annual General Meeting. Consent cum certificate has been received from M/s S.R. Batliboi & Co., LLP to the effect that their appointment as Statutory Auditors of the Company, if appointed at ensuing Annual General Meeting, would be according to the terms and conditions prescribed under Section 139 of the Act and Rules framed there under.

A resolution seeking their appointment forms part of the Notice convening the 27th Annual General Meeting and the same is recommended for your consideration and approval.

M/s. B S R & Co. LLP, Chartered Accountants, have submitted their report on the financial statements of the Company for the Financial Year 2021-22, 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 2021-22 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 Rs 6 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 2021-22.

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) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the Companys website at https://www.pvrcinemas.com/corporate.

33. Consolidated Financial Statements

The Company has prepared consolidated financial statements in accordance with applicable accounting standards and the applicable provisions of Companies Act, 2013. 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 01
Number of complaints received during the year 12
Number of complaints disposed off during the year 13
Number of cases pending at the end of the year NIL

35. Business Responsibility and Sustainability Report

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability 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. The details of application made or any proceeding pending under the Insolvency andBankruptcy Code, 2016.

During the period under review, the Company has not made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

39. 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, employees, 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
Place: Gurugram Ajay Bijli
Date: May 09, 2022 Chairman cum Managing Director