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Eros International Media Ltd.

BSE: 533261 Sector: Media
NSE: EROSMEDIA ISIN Code: INE416L01017
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OPEN 201.25
PREVIOUS CLOSE 196.70
VOLUME 80001
52-Week high 308.40
52-Week low 155.05
P/E 22.56
Mkt Cap.(Rs cr) 1,866
Buy Price 0.00
Buy Qty 0.00
Sell Price 197.15
Sell Qty 933.00
OPEN 201.25
CLOSE 196.70
VOLUME 80001
52-Week high 308.40
52-Week low 155.05
P/E 22.56
Mkt Cap.(Rs cr) 1,866
Buy Price 0.00
Buy Qty 0.00
Sell Price 197.15
Sell Qty 933.00

Eros International Media Ltd. (EROSMEDIA) - Director Report

Company director report

To

The Members

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

1. FINANCIAL RESULTS

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

Eros International Media Limited Eros International Group
(Standalone) (Consolidated)
2016-17 2015-16 2016-17 2015-16
Sales and other Income 116466 119202 144528 162570
Profit Before tax 21100 18056 32223 32107
Less: Provision for Tax 8061 6793 7894 7900
Net Profit from the year from continuing operation 13039 11263 24329 24207
Profit for the year attributable to:
Equity shareholders of the Company - - 25745 23867
Non-controlling interests - - (1416) 340
Other comprehensive income (net of taxes) (22) 12 (453) 2119.11
Total comprehensive income for the year 13017 11275 23876 26327
Attributable to:
Equity shareholders of the Company - - 24821 25968
Non-controlling interests - - (945) 358
EPS (Diluted) in ` 13.68 11.99 27.00 25.40

2. FINANCIAL PERFORMANCE

On a consolidated basis our revenue decreased to ` 144528 lakhs for thefinancial year 2016 - 2017 as against ` 162570 lakhs in the previous financial year. Theprofit before tax increased by 0.36% to ` 32223 lakhs as compared to ` 32107 lakhs inthe previous year. The Profit after tax attributable to equity shareholders was ` 25745lakhs increased by 7.87% over last year ` 23867 lakhs in FY 2015 - 16. Diluted EPSincreased by 6.30 % to ` 27 as compared to ` 25.40 in financial year 2015 - 16.

On a standalone basis the revenue for the financial year 2016 - 17 stood at ` 116466lakhs which was lower by 2.30 % as compared to previous year which was ` 119202 lakhs.The profit before tax increased by 16.86% to ` 21100 lakhs as compared to ` 18056 lakhsin previous year. The Profit after tax at ` 13039 lakhs was higher by 15.77% over lastyear ` 11263 lakhs in FY 2015 - 16. Diluted EPS increased by 14.10% to ` 13.68 ascompared to ` 11.99 in financial year 2015 - 16.

3. OPERATIONAL PERFORMANCE

During the financial year 2016 - 17 your Company released a total of 44 films ofwhich 5 were high budget 10 medium budget and 29 low budget films as compared to 63 filmsreleased in corresponding period last year of which 6 were high budget films 16 mediumbudget and 41 low budget films. Amongst the 44 films released during the financial year11 were Hindi films 18 were Tamil/Telugu films and 15 were other regional language films.

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

In FY 2018 we continue to be focused on ramping up our own productions andco-production through Eros' in-house franchise label Trinity Pictures and keypartnerships such as the one with talented producer - director Aanand L. Rai (ColourYellow Production). We are excited about these developments and are looking forward toFY2018 which will see the fruition of this strategy in a significant manner. TrinityWriters Room has been established and already completed development on 20 franchises.

China is evolving as a very significant film market and in years to come is expected toovertake the US film market. Eros currently has two Indo-China co-productions which arescheduled for release in FY2018-2019 a first for any Indian studio-Kabir Khan's traveldrama and Siddharth Anand's cross-cultural romantic comedy Love In Beijing.

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

Your Company's key asset is a film library of over 2000 films. In an effort to reach awide range of audiences we maintain rights to a diverse portfolio of films spanningvarious genres generations and languages. These include rights to films in Hindi andseveral regional languages Tamil Telugu Kannada Marathi Bengali Malayalam andPunjabi.

4. DIVIDEND

In terms of SEBI (Listing Obligations & Disclosures Requirements) Regulations2015 the Company has adopted the Dividend Distribution policy on February 10 2017 copyof which is uploaded on the website of the Company www.erosintl.com

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

5. RESERVES

No percentage of profits was transferred to General reserve as dividend was notrecommended for the financial year 2016 - 17.

6. EMPLOYEES' STOCK OPTION SCHEME & CHANGES IN SHARE CAPITAL

During the year the Board of Directors of the Company on the recommendations ofNomination and Remuneration Committee granted additional 282227 stock options to theemployees of the Company and its subsidiary company and 269553 Equity shares of theCompany were issued and allotted to various employees against exercise of equal number ofstock options pursuant to Eros Employee Stock Option Scheme 2009. This resulted inincrease in the Company's paid up share capital to ` 938587170 as on 31 March 2017 asagainst ` 935891640 in the previous year.

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

Scheme 2009 of the Company and in accordance with SEBI (Share Based Employee Benefits)Regulations 2014 read with SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16 June2015 is attached as Annexure A hereto and is also available on website of theCompany www.erosintl.com. A certificate from the statutory auditors that the scheme hasbeen implemented in accordance with SEBI (Share Based Employee Benefits) Regulations 2014and in accordance with the resolution(s) passed by the shareholders would be placed at theAGM for inspection by the members.

Further the Board of Directors of the Company at its meeting held on 26 May 2017 haveapproved the new Eros International Media Limited - Employee Stock Option Scheme 2017("EROS ESOP 2017") prepared in accordance with SEBI (Share Based EmployeeBenefits) Regulations 2014 and necessary circulars/notifications issued thereto forissue and allotment of grant of stock options to the employees of the Company its holdingand subsidiary companies. Brief features of ESOP 2017 are stated in the Notice conveningthe 23rd Annual General Meeting. Your Board of Directors recommend the itemNos. 6 and 7 of the Notice of the ensuring Annual General Meeting pertaining to EROS ESOP2017 for your approval.

7. SUBSIDIARY COMPANIES

As on 31 March 2017 the Company has 15 subsidiaries. There are no associate companiesor joint venture companies within the meaning of Section 2(6) of the Companies Act 2013("Act"). There has been no material change in the nature of the business of theCompany and its subsidiaries. Pursuant to the provisions of Section 129(3) of the Act astatement containing salient features of the financial statements of the Company'ssubsidiaries its performance and financial position in the prescribed Form AOC-1 isannexed to this Report as Annexure B.

None of the subsidiary companies are material non-listed Indian subsidiary as per theSEBI Listing Regulations and in accordance with Company's policy on "Determination ofmaterial subsidiaries" which is uploaded on the website of the Company atwww.erosintl.com

In accordance with Section 136 of the Companies Act 2013 the financial statements ofthe subsidiary companies are available for inspection by the members at the CorporateOffice of the Company during business hours on all days except Saturdays Sundays andpublic holidays between 11.00 a.m. to 1.00 p.m. upto the date of the Annual GeneralMeeting ("AGM"). Any member desirous of obtaining a copy of the said financialstatements may write to the Company Secretary at the Corporate Office of the Company. Thefinancial statements including the consolidated financial statements financial statementsof subsidiaries and all other documents required to be attached to this report have beenuploaded on the website of the Company www. erosintl.com

8. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

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

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

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

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

The brief details of the director proposed to be reappointed as required underRegulation 36 of SEBI Listing Regulations is provided in the Notice of the Annual GeneralMeeting.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.

All the Directors of the Company have confirmed that they are not disqualified to actas Director in terms of Section 164 of the Companies Act 2013.

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

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

Declaration of Independence by Independent Directors & adherence to the Company'sCode of Conduct for Independent Directors

All the Independent Directors of the Company have submitted their disclosure to theeffect that they fulfill all the requirements/criteria of independence as per Section149(6) of the Companies Act 2013. Further all the Independent Directors have afirmedthat they have adhered and complied with the Company's Code of Conduct for IndependentDirectors which is framed in accordance with Schedule IV of the Companies Act 2013.

Meetings conducted during the year

The Board met five (5) times during the financial year under review the details ofwhich are given in the Corporate Governance Report that forms part of this Report. Theintervening gap between any two meetings of the Board was not more than one hundred andtwenty (120) days as stipulated under the Companies Act 2013 and SEBI ListingRegulations.

Constitution of various committees

The Board of Directors of the Company has constituted following committees:

a. Audit Committee b. Nomination and Remuneration Committee c. StakeholdersRelationship Committee d. Corporate Social Responsibility Committee e. ManagementCommittee

Details of each of the Committees stating the composition terms of reference andothers are uploaded on our website www.erosintl.com and are stated in brief in theCorporate Governance Report attached to and forming part of this Report.

Annual Evaluation of Board Committees and Individual Directors

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

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

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

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

The above evaluation was based on the evaluation criteria as per the revised BoardEvaluation Policy of the Company. The performance evaluation was done in an independentand a fair manner.

The outcome of the Board evaluation for the financial year 2016-17 was discussed by theNomination and Remuneration Committee and the Board at their meeting(s) held on 26 May2017.

Familiarization Programme for Independent Directors during the year

Familiarization Programme for Independent Directors is mentioned at length in theCorporate Governance Report attached to this Report and the details of the same have alsobeen disclosed on the website of the Company www.erosintl.com

Policy on appointment and remuneration and other details of directors

The remuneration paid to the Directors is in line with the Nomination and RemunerationPolicy formulated in accordance with Section 178 of the Companies Act 2013 and Regulation19 of the SEBI Listing Regulations (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).

The Company's policy on directors' appointment and remuneration and other matters asprovided in Section 178(3) of the Companies Act 2013 has been disclosed in the CorporateGovernance Report which forms part of the Directors' Report.

A detailed statement of disclosure required to be made in accordance with theNomination and Remuneration Policy of the Company disclosures as per Companies Act 2013and applicable rules thereto is attached as Annexure C hereto and forms part ofthis Report.

9. AUDITORS

M/s. Walker Chandiok & Co LLP Chartered Accountants Statutory Auditors of theCompany retire at the conclusion of the ensuing Annual General Meeting (AGM). Inaccordance with the provisions Section 139 of the Companies Act 2013 and the mandatoryrotation of the Auditor requirement the Board of Directors on recommendation from AuditCommittee proposed to appoint M/s Chaturvedi & Shah (Firm Registration No 101220W) asstatutory auditors of the Company to hold office from the conclusion of ensuring 23rdAGM till the conclusion of 28th AGM to be held in the year 2022. A Certificatefrom M/s. Chaturvedi & Shah has been received to the effect that their appointmentwould be in accordance with Section 139(1) of the Companies Act 2013 and that they arenot disqualified from being appointed as the Auditors of the Company.

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

Auditors' Report

There are no qualifications adverse remarks or reservations made by M/s. WalkerChandiok & Co. LLP Statutory Auditors in their report for the financial year ended31 March 2017. The notes to the Accounts referred to in the Auditor's Report areself-explanatory and therefore do not call for any further explanation.

Pursuant to provisions of Section 143(12) of the Companies Act 2013 the StatutoryAuditors have not reported any incidence of fraud to the Audit Committee during the yearunder review.

10. SECRETARIAL AUDITORS' AND ITS REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Makarand M. Joshi & Co. a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2016 - 2017. Thereport of Secretarial Audit for the financial year 2016-2017 in form MR-3 is annexedherewith as Annexure D to this Report which is self-explanatory. There are noqualifications reservations or adverse remarks in the report.

11. CREDIT RATING

During the year the following ratings for various facilities/ instruments wererevised/ reafirmed:

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

12. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act 2013 and the rulesmade thereunder as amended has been given in the Annexure E appended hereto andforms part of this Report.

13. LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of loans guarantees and investments made /given by the Company in the year2016-2017 under the provisions of Section 186 of the Companies Act 2013 read with theCompanies (Meetings of Board and its Powers) Rules 2014 as on 31 March 2017 are setout in the Notes to the Standalone Financial Statements of the Company forming part ofthis Annual Report.

14. RELATED PARTY TRANSACTIONS

In line with the provisions of the Companies Act 2013 and the SEBI ListingRegulations the Board have approved a policy on related party transactions which hasbeen placed on the Company's website at www.erosintl.com. Prior omnibus approval of theAudit Committee is obtained for the transaction which are of a foreseeable and repetitivein nature and such transactions are reported on a quarterly basis for review by the AuditCommittee and the Board.

Pursuant to Section 134 of the Companies Act 2013 the particulars of materialcontracts or arrangements with related parties referred to in Section 188(1) andapplicable rules of the Companies Act 2013 in Form AOC-2 is provided as Annexure Fin this Report.

Other contracts/arrangements with related parties in usual course of business and atarm's length basis are stated in Notes to accounts.

15. VIGIL MECHANISM

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

Mechanism is appropriately communicated within the Company across all levels and hasbeen displayed on the Company's intranet for its employees and website at www.erosintl.comfor stakeholders.

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

16. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has formulated and implemented Anti Sexual Harassment Policy in accordancewith Section 21 and 22 of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 to protect the interest of employees at the workplace. TheCommittee comprising of executive director and senior executives of the Company has beenset up to redress the complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. Details ofnumber of cases filed under Sexual Harassment during the financial year and their disposalis as under:

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

17. EXTRACT OF THE ANNUAL RETURN

In accordance with Section 92(3) of the Companies

Act 2013 the extract of annual return is given in Annexure G in the prescribedForm MGT-9 which forms part of this Report.

18. INSURANCE

All the insurable interests of your Company including properties equipment stocksetc. are adequately insured.

19. DEPOSITS LOANS AND ADVANCES

Your Company has not accepted any Public Deposits falling within the purview of Section73 of the Companies Act 2013. As such no amount on account of principal or interests onpublic deposits was outstanding as on 31 March 2017. The details of loans and advanceswhich are required to be disclosed in the Company's annual accounts pursuant to ScheduleIV of SEBI Listing Regulations are mentioned in Notes to accounts forming a part of thisReport.

20. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained in terms of Section 134 of the Companies Act 2013 your Directorsconfirms that:

a. in the preparation of the annual accounts the applicable accounting standards hasbeen followed along with the proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and judgementsand estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company as at 31 March 2017 and of the profit of the Companyfor the year ended on that date;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. internal financial controls were followed by the Company and they are adequate andare operating effectively; and f. proper systems have been devised to ensure compliancewith the provisions of all applicable laws and such systems are adequate and operatingeffectively.

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE

The provisions of Section 134(3)(m) of the Companies Act 2013 relating to conservationof energy and technology absorption do not apply to the Company. The Company has beencontinuously and extensively using technology in its operations.

Particulars of foreign currency earnings and outgo are as under:

Particulars Year ended Year ended
31 March 2017 31 March 2016
Expenditure in foreign 149 221
currency
Earnings in foreign currency 37520 20894
CIF Value of Imports 1960 -

22. INTERNAL AUDIT

As per the provisions of Section 134(5)(e) of the Companies Act 2013 the Directorshave an overall responsibility for ensuring that the Company has implemented robustsystems/ framework of internal financial controls to provide them with reasonableassurance regarding the adequacy and operating effectiveness of controls with regards toreporting operational and compliance risks. To enable the Directors to meet theseresponsibilities the Board has entrusted the Audit Committee to set up the necessaryinternal control frameworks which are operating within the Company. In line with bestpractices the Audit Committee regularly reviews the internal control system to ensurethat it remains effective and fit for the purpose.

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

The internal controls and governance process are duly reviewed for their adequacy andeffectiveness through periodic audits by internal auditors. Your Company's Audit Committeeperiodically reviews the findings and suggestions given by internal auditors.

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

23. CORPORATE GOVERNANCE

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

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

25. CORPORATE SOCIAL RESPONSIBILTY

Disclosures on CSR activities as required under Rule 9 of the Companies (CorporateSocial Responsibility Policy) Rules 2014 are reported in Annexure H forming partof this Report and is also available on the website of the Company at www.erosintl.com

During the financial year 2016-17 the Company had made a total spend of ` 20 Lakhs onCSR activities. The CSR contribution of ` 10 lakhs made in FY 2015-16 was utilized by"CARE India Solutions for Sustainable Development" for the project "Join MyVillage Maternal and Neo Natal Health" to intensify integrated maternal and new bornhealth with a focus on assimilating gender interventions in selected district of UttarPradesh. Since the spend was not considered in FY 2015 - 2016 it is considered as spendin 2016 - 2017 being the actual year of utilization.

The Company has also contributed ` 10 Lakhs to NGO ‘Arpan' which was utilized forthe project personal safety and education programme in schools for dealing with childsexual abuse. It also focuses on creating awareness and skill enhancement of adults likeparents teachers and institutional caretakers who are primary stakeholders and caregiversin child's life.

26. BUSINESS RESPONSIBILITY REPORT

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

27. RISK MANAGEMENT

Given the extensive scale of business operations your Company has put in place anEnterprise Risk Management (ERM) framework and adopted a risk management policy based onglobally recognised standards. The ERM framework is administered by the Audit Committeeas they have been vested with powers and functions relating to Risk Management which interalia includes (a) review of risk management policies and business processes to ensurethat the business processes adopted and transactions entered into by the Company aredesigned to identify and mitigate potential risk; (b) laying down procedures relating toRisk assessment and minimization. The objective of the risk management framework is toenable and support achievement of business objectives through risk intelligent assessmentwhile also placing significant focus on constantly identifying and mitigating risks withinthe business. Further details on the Company's risk management framework is provided inthe Management Discussion and Analysis report.

28. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and till the date of this Report.

29. DETAILS OF SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS

There have been no significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and Company's operations in future.

30. OTHER DISCLOSURES

During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force);

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

The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.

31. ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to express their sincere appreciation forsupport and co-operation from the Banks Financial Institutions Shareholders VendorsCustomers and all other business associates.

Your Directors sincerely appreciate the high degree of professionalism commitment anddedication displayed by the employees at all levels. Your Directors also wish to place onrecord their gratitude to all the stakeholders for their continued support and confidence.

For and on behalf of the Board of Directors

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