You are here » Home » Companies » Company Overview » Eros International Media Ltd

Eros International Media Ltd.

BSE: 533261 Sector: Media
NSE: EROSMEDIA ISIN Code: INE416L01017
BSE LIVE 15:29 | 22 Aug 176.60 -3.95
(-2.19%)
OPEN

181.55

HIGH

185.05

LOW

171.35

NSE 15:13 | 22 Aug 174.50 -5.65
(-3.14%)
OPEN

183.45

HIGH

185.45

LOW

171.25

OPEN 181.55
PREVIOUS CLOSE 180.55
VOLUME 275139
52-Week high 308.40
52-Week low 150.15
P/E 14.04
Mkt Cap.(Rs cr) 1,668
Buy Price 176.00
Buy Qty 115.00
Sell Price 176.60
Sell Qty 360.00
OPEN 181.55
CLOSE 180.55
VOLUME 275139
52-Week high 308.40
52-Week low 150.15
P/E 14.04
Mkt Cap.(Rs cr) 1,668
Buy Price 176.00
Buy Qty 115.00
Sell Price 176.60
Sell Qty 360.00

Eros International Media Ltd. (EROSMEDIA) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 22nd Annual Report of yourCompany for the financial year ended 31 March 2016.

1. FINANCIAL RESULTS

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

Rs in lakhs

Particulars

Eros International Media

Eros International Group

Limited (Standalone)

(Consolidated)

2015 - 16 2014 - 15 2015 - 16 2014 - 15
Sales and other Income 119202 109071 160355 144103
Profit Before tax 18130 19787 30360 32315
Less: Provision for Tax 6811 7368 7908 7615
Less: Minority Interest - - 1037 (6)
Net profit after Tax 11319 12419 21415 24706
Add: Balance carried forward from 60358 47939 101089 76383
Profit and Loss A/c
Add: Recoupment from Minority - - 9 -
Shareholders
Profit available for appropriations 71677 60358 122513 101089
Add: Excess provision for dividend distribution tax reversed - - - -
Balance of profit carried forward to 71677 60358 122513 101089
Balance Sheet
EPS (Diluted) in Rs 12.05 13.28 22.79 26.43

During the financial year 2015 - 16 your Company released a total of 63 films ofwhich 6 were high budget 16 medium budget and 41 low budget films as in corresponding to64filmsperiod last year of which 6 were high budget films 11 medium budget and 47 low budgetfilms. during the financial year 33 were Hindi films 21 were Tamil/Telugu films and 9were other regional language films.

The year saw Eros International’s films achieve unprecedented success in boxoffice performance of its films with 7 out of the top 15 Hindi films in 2015 being Erosfilms. A string of films such as the Salman Khan-starrer ‘Bajrangi Bhaijaan’Sanjay Leela Bhansali’s ‘Bajirao Mastani’ ‘Tanu Weds ManuReturns’ ‘Welcome Back’ Bengali films such as ‘Bela Seshe’‘Monchora’ the second highest Telugu-grosser ‘Srimanthudu’ along with‘Singh is Bling’ (Overseas) ‘Dil Dhadakne Do’ (Overseas)‘Gabbar is Back’ (Overseas) amongst others marked our unparalleled criticallyand commercially successful film slate during the year. Moreover Eros films won over 150prestigious awards for excellence further reinforcing Eros’ approach of investing ina portfolio of high-quality films.

For the current financial year 2016 - 17 your Company has clocked in a promising slateof films with franchise films ‘Housefull 3’ and ‘Rock On as‘Dishoom’ ‘Baar Baar Dekho’ ‘Banjo’ Colour YellowProductions ‘Happy Bhaag Jayegi’ in Hindi alongwith a host of promising regionalmovies such as ‘24’ in Tamil ‘Sardaar Gabbar Singh’ in Telugu‘Chaar Sahibzade’ in Punjabi and many other films spanning across Hindi TamilMarathi and Punjabi languages. With this FY2017 will be seeing an unparalleled movierepertoire making it the biggest future slate by any studio in India.

Another significant during the fiscal was the development first and only franchiselabel Trinity Pictures. Trinity is also the first Studio in India that has a dedicatedin-house team of writers in the ‘Trinity Writers’ Room’. This initiative istracking well and the team has developed four films that will enter production in thisfinancial year.Outofthistwofilmsthat were developed in-house have been green lit asIndo-China productions.

Your Company’s key asset is a film library of over 2000 films. In an effort toreach a wide range of audiences we maintain rights to a diverse portfolio of filmsspanning various genres generations and languages. These include rights to films in Hindiand several regional languages Tamil Telugu Kannada Marathi Bengali Malayalam andPunjabi.

During the fiscal the Company cash flows of Rs 300 crores as compared to negative Rs 5crores in the previous financial year and also improved its working capital efficiencies.The leading bank State Bank of India (SBI) has also expressed confidence in yourCompany’s business and has been inducted in the Consortium of bankers and isappointed as a lead bank. SBI has assessed consortium limits at Rs 750 crores which waspreviously assessed at Rs 434.1 crores and has sanctioned credit facilities of Rs 250crores reflecting upon the Company’s financial position.

2. DIVIDEND

With a view to strengthen the financial position of the Company your Directors did notrecommend any dividend to its equity shareholders.

3. RESERVES

No percentageofprofits transferred to General was reserve as dividend was notrecommended for the financial year 2015 - 16.

4. RESULTS OF OPERATIONS Consolidated

In the financial year 2015 - 16 the Company recorded consolidated revenue of Rs160355 lakhs as against Rs 144103 lakhs in the previous financial year registering agrowth of 11.28%. The earnings before Malayalam interest and tax (EBIT) decreased by6.66% to Rs 33746 lakhs as compared to Rs 36155 lakhs in previous year. The Profit aftertax (after minority interest) (PAT) at Rs 21415 lakhs was lower by 13.32% over last year(Rs 24706 lakhs in FY 2014 - 15). Diluted EPS decreased by 13.77%to-additiontothebusiness Rs 22.79 as compared to Rs 26.43 in slateatIndia’sfinancial year 2014 - 15.

Standalone

On standalone basis the revenues from operations for the financial year 2015 - 16stood at Rs 119202 lakhs which was higher by 9.29% as compared to previous year which wasRs 109071 lakhs. The earnings before interest and tax (EBIT) decreased by 9.01 % to Rs21502 lakhs as compared to Rs 23631 lakhs in previous year. The Profit After Tax (PAT)at Rs 11319 lakhs was lower by 8.85% over last year (Rs 12419 lakhs in FY 2014 - 15).Diluted EPS decreased by 9.26% to Rs 12.05 as compared to Rs 13.28 in financial year 2014- 15.

5. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31 March strongfree 2016 the Company has 15 subsidiaries (comprising of10 direct subsidiaries and 5 indirect subsidiaries) as listed below:

Eros International Films Private Limited (Direct Subsidiary)

Big Screen Entertainment Private Limited (Direct Subsidiary)

EM Publishing Private Limited (Direct Subsidiary)

EyeQube Studios Private Limited (Direct Subsidiary)

Eros Animation Private Limited (Direct Subsidiary)

Colour Yellow Productions Private Limited (Direct Subsidiary)

Digicine PTE Limited (Direct Subsidiary)

Universal Power Systems Private Limited ("Techzone")* (Direct Subsidiary)

Copsale Limited (Direct Subsidiary)

Ayngaran International Limited (Indirect Subsidiary)

Ayngaran International UK Limited (Indirect Subsidiary)

Ayngaran International Mauritius Limited (Indirect Subsidiary)

Ayngaran International Media Private Limited (Indirect Subsidiary)

Ayngaran Anak Media Private Limited (Indirect Subsidiary)

Eros International Distribution LLP (Direct Subsidiary)**

* Universal Power Systems Private Limited ("Techzone") became wholly ownedsubsidiary of the Company w.e.f. 1 August 2015.

** Eros International Distribution LLP was incorporated on 11 December 2015.

None of the subsidiary companies is material non-listed Indian subsidiary as per SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter"SEBI Listing Regulations") and in accordance with Company’s policy on"Determination of material subsidiaries" which is uploaded on the website ofthe Company at www.erosintl.com. Further there are no associate companies within themeaning of Section 2(6) of the Companies Act 2013. There has been no material change inthe nature of the business of the Company and its subsidiaries.

In accordance with Section 129(3) of the Companies Act 2013 a consolidated andstandalone financial statements of the Company and all its subsidiaries are prepared inaccordance with applicable accounting standards and Schedule III of the Companies Act

2013; and the same forms part of this Annual Report. Further the report on theperformance and financial position of each of the subsidiary and salient features of thefinancial statements in the prescribed Form AOC-I is annexed to this Report as Annexure A.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited financial statements of each of the subsidiary shall be kept open forinspection at the Corporate Office of the Company during working hours for a period of 21days before the date of the Annual General Meeting. Your Company will also make availablethese documents upon request by any Member of the Company interested in obtaining the sameand it shall also make available these documents on website of the Companywww.erosintl.com.

6. INDIAN ACCOUNTING STANDARDS (IND AS)- IFRS CONVERGED STANDARDS

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated 16 February 2015 has notified the Companies (Indian Accounting Standard) Rules2015. In pursuance of this notification the Company and its subsidiaries would adopt IndAS for the accounting period beginning from 1 April 2016.

7. BOARD OF DIRECTORS

During the year under review Dr. Shankar Nath Acharya Non Executive IndependentDirector resigned from the Board w.e.f. 30 April 2015 and the Board of directors placedon record its sincere appreciation for Dr. Shankar Nath Acharya for the significantcontributions and valuable guidance received by him during his tenure with the Company.

The Company wished him all the best for his future endeavours.

Mr. Rakesh Sood was appointed as an Additional Independent Director by the Board w.e.f.1 May 2015.

The shareholders of the Company at their meeting held on 3 September 2015 approved theappointment of Mr. Rakesh Sood as an Independent Director of the Company for a first termof five (5) years and to hold the office till the conclusion of Annual (AGM) to be held inthe calendar year 2020.

Mr. Sunil Lulla was re-appointed as an Executive Vice

Chairman & Managing Director not liable to retire by rotation for a period offive (5) years commencing from 28 September 2015 to 27 September 2020 at the said AGM.

Ms. Jyoti Deshpande was re-appointed as an Executive

Director of the Company by the shareholders at the

AGM held during the year for a period of (five) 5 years commencing from 1 October2015 to 30 September 2020.

In accordance with the provisions of Section 152 of the Companies Act 2013 andapplicable rules thereto Mr. Vijay Ahuja Non-Executive Non Independent

Director of the Company retires by rotation and has expressed his unwillingness to bereappointed as Director at the ensuing Annual General Meeting. Your Board recommends thatthe vacancy created on account of retiring director shall not be filled in and the numberof the Board of Directors be reduced accordingly.

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.

Declaration of Independence by Independent Directors & adherence to theCompany’s Code of Conduct for Independent Directors

All the Independent Directors of the Company have submitted their disclosure to theeffect that they all the requirements/criterias of independence as per Section 149(6) ofthe Companies Act 2013. Further all the Independent Directors have affirmed that theyhave adhered and complied with the Company’s Code of

Conduct for Independent Directors.

Meetings conducted during the year

The Board met seven (7) 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 the 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 at www.erosintl.com and are stated in brief inCorporate Governance Report attached to and forming part of this Report.

Annual Evaluation of Board Committees and Individual Directors

In accordance with the SEBI Listing Regulations Companies Act 2013 and BoardEvaluation Policy of the Company a formal annual evaluation was carried out by the Board.

Various evaluators except evaluees evaluated the performance of the overall Boardits members and Board committees. Such evaluation was based on the evaluation criteriaidentified by Nomination and Remuneration Committee in consultation with the Board ofDirectors and various Committees.

The performance evaluation was done in an independent and fair manner. Evaluatorsfollows the ideal evaluation process that includes filing and deliberations of evaluationrating sheet followed by individual interviews and explanations. Results of all types ofevaluation are consolidated in a report along with the final ratings and placed before theBoard for it deliberation and action plan.

Familiarization Programme for Independent Directors during the year

Familiarization Programme for Independent Directors is mentioned at length in CorporateGovernance

Report attached to this Report and the details of the same have also been disclosed onwebsite of the Company www.erosintl.com.

8. KEY MANAGERIAL PERSONNEL

During the year there was no change in Key Managerial Personnel.

9. POLICY ON APPOINTMENT AND REMUNERATION AND OTHER DETAILS OF DIRECTORS

The Company’s policy on directors’ appointment and remuneration and othermatters as provided 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 B hereto and forms part of thisReport.

10. EMPLOYEES’ STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors inter aliaadministers and monitors the Employees Stock Option Scheme of the Company which is inaccordance with the erstwhile SEBI (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999 (‘the SEBI Guidelines’) and in accordance withSEBI (Share Based Employee Benefits) Regulations 2014.

Details of Scheme being implemented by the Company including the summary of informationon the stock options provided by the Company is attached as

Annexure C hereto and forms part of this Report.

During the year the Board of Directors of the

Company on the recommendations of Nomination and Remuneration Committee grantedadditional

966009 stock options to its existing employees and new joinees during the financialyear and also issued and allotted 180920 Equity shares to its employees in varioustranches against exercise of equivalent stock options granted to them.

11. ISSUE OF EQUITY SHARES

During the year the Company issued and allotted

180920 equity shares to its employees against exercise of equivalent stock options and900970 equity shares on preferential basis as non cash consideration to the promoters ofUniversal Power Systems Private Limited ("UPSPL") towards acquisition of 100%stake in UPSPL.

As on 31 March 2016 the paid up capital of the Company stood at Rs 935891640/- ascompared to Rs 925072740/- as on 31 March 2015 an increase of Rs 10818900/-during the year under review.

12. AUDITORS & AUDITORS’ REPORT

In accordance with Section 139 of the Companies Act 2013 and rules made thereunderM/s Walker

Chandiok & Co LLP Chartered Accountants Mumbai

(Registration No. 001076N/N500013) have been appointed asStatutoryAuditorstoholdofficefrom the conclusion of the 20th Annual General Meeting (AGM)till the conclusion of the 23rd Annual General Meeting of the Company which will be heldin 2017 (subject to ratification of their appointment by the members at every AGM heldafter the AGM in which the appointment was made) on a remuneration as may be agreed uponby the Board of Directors and the Auditors.

A certificate from the auditors has been received to the effect that their appointmentif ratified would be in accordance with Section 139(1) of the Companies Act 2013 andthat they are not disqualified from being appointed as the Auditors of the Company. Beingeligible it is proposed to the shareholders to ratify the appointment of Auditors fromconclusion of this AGM till conclusion of next AGM.

The auditors’ report to the shareholders for the audited financial statements ofthe Company both standalone and consolidated under review does not contain anyqualifications reservations or adverse remarks. The notes to the Accounts referred to inthe auditor’s Report are self-explanatory and therefore do not call for any furtherexplanation.

13. SECRETARIAL AUDIT REPORT

The Board has appointed M/s Makarand M. Joshi & Co. a firm of Company Secretariesin Practice to undertake the Secretarial Audit of the Company for the financial year 2015- 16. The Secretarial Audit Report for the financial year 2015 - 16 in form MR-3 isannexed herewith as Annexure D to this Report which is self-explanatory. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.

14. CREDIT RATING

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

Sr. No. Facilities/ Instrument Rating Agency Rating
1 Long term Facilities CARE CARE A [Single A]
2 Short term Facilities CARE CARE A2+ [A Two Plus]
3 Proposed Non- Convertible Debentures (that may be issued by the Company in future depending on various factors) CARE & ICRA CARE A [Single A] & ICRA A+ [A Plus]
4 Commercial Papers/ Short Term Debt CARE CARE A2+ [A Two Plus]

15. 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 and formspart of this Report.

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans guarantees and investments made /given by the Company in theyear 2015 - 16 as per Section 186 of the Companies Act 2013 is stated in the Notes toAccount which forms part of this

Annual Report.

17. RELATED PARTY TRANSACTIONS

In compliance with the SEBI Listing Regulations the

Company has a policy for dealing in transactions with Related Party and the same hasbeen displayed on the Company’s website www.erosintl.com.

Pursuant to Section 134 of the Companies Act 2013 and Rules made thereunderparticulars of transactions with related parties as required under Section 188 (1) of theCompanies Act 2013 in the prescribed Form AOC-2 is annexed herewith as Annexure F.

18. VIGIL MECHANISM

Your Company has established a Vigil Mechanism

Policy for its directors employees and other stakeholders to report concerns aboutunethical behaviour actual or suspected fraud. Protected disclosures can be made by awhistle blower in writing to the Ombudsman on email ID whistleblower@ erosintl.com andunder the said mechanism no person has been denied direct access to the chairperson ofthe Audit Committee. The Vigil Mechanism Policy is available on the Company’s websiteat www.erosintl.com.

19. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has formulated and implemented Anti

Sexual Harassment Policy in accordance with Section 21 and 22 of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 to protect theinterest of employees at the workplace. The Committee comprising of executive director andsenior executives of the Company has been set up to redress the complaints receivedregarding sexual harassment.

All employees (permanent contractual temporary trainees) are covered under thispolicy. Details of number of cases filed under Sexual Harassment during the financial yearand their disposal is as under:

Number of cases pending as on the Nil
beginning of the financial year
(1 April 2015)
Number of complaints filed during the year Nil
Number of cases pending as on the end of the financial year (31 March 2016) Nil

20. EXTRACT OF THE ANNUAL RETURN

As per Section 92(3) of the Companies Act 2013 the extract of annual return is givenin Annexure G in the prescribed Form MGT-9 which forms part of this Report.

21. INSURANCE

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

22. 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 2016. The details of loans and advanceswhich are required to be disclosed in the

Company’s annual accounts pursuant to Schedule IV of SEBI Listing Regulationsare mentioned in Notes to accounts forming a part of this Report.

23. 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 2016 and of the profit of the Companyfor the period ended on that date; c. proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities;

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

e. internal financial controls were followed by the Company and they are adequate andare operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

24. 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:

( Rs in lakhs)

Particulars Year ended 31 March 2016 Year ended 31 March 2015
Expenditure in foreign currency 221 321
Earnings in foreign currency 20894 44299
CIF Value of Imports - -

25. 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 devised systems/ frameworks which are operating within theCompany. In line with best practice the Board regularly reviews the internal controlsystem to ensure that it remains effective and fit for purpose.

Where weaknesses are identified as a result of the reviews new procedures are put inplace to strengthen controls and these are in turn reviewed at regular intervals.

The Company has developed stringent internal control systems in its various businessprocesses commensurate with the size and nature of its business. The term of M/s. Ernst& Young LLP Chartered Accountants Internal Auditor expired on 31 October 2015.Thereafter the Board of Directors at its meeting held on 9 November 2015 appointed M/sKPMG Chartered Accountants as an internal auditor with effect from 1 November 2015.

The internal controls and governance process are duly reviewed for their adequacy andeffectiveness through periodic audits by independent internal audit function.

Your Company’s Audit Committee periodically reviews the findings and suggestionsfor improvement.

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

26. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by

Securities and Exchange Board of India in letter and spirit. Parameters of Statutorycompliances evidencing the standards expected from a listed entity have been duly observedand a Report on Corporate Governance as well as the Certificate from M/s. Makarand M.Joshi & Co. Company Secretaries confirming compliance with the requirements of SEBIListing Regulations forms part of this Report.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34(2)(e) and Schedule V of SEBI

Listing Regulations Management Discussion and

Analysis Report is annexed and forms part of this Report.

28. LISTING OF SHARES

The shares of the Company are listed on the National

Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

Subsequent to the notification of SEBI Listing

Regulations during the year the Company has entered into "Uniform ListingAgreement" with both the Stock Exchanges where its securities are listed namelyNational Stock Exchange of India Limited and BSE Limited in order to carry out a novationof the erstwhile Listing Agreement.

29. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors at its meeting held on 9 November 2015 has modified theCorporate Social Responsibility Policy of the Company to the extent of broadening its CSRobjectives which was duly reviewed and recommended by CSR Committee.

Disclosures on CSR activities as required under Rule

9 of the Companies (Corporate Social Responsibility Policy) Rules 2014 are reportedin Annexure H forming part of this Report and is also available on the website of theCompany at www.erosintl.com.

During the financial year 2015 - 16 the Company made total CSR contribution of Rs 10lakhs to "NGO

Arpan" out of total statutory requirement of Rs 374 lakhs (being 2% of averagenet profit of last three years). The amount contributed to NGO Arpan was utilised for theproject personal safety and education programme in schools for dealing with child sexualabuse. It aims at enabling and empowering the children to protect themselves from sexualabuse.

It focuses on teaching personal safety skills to the children’s in schools sothat they can identify and seek help in an unsafe situation. It also involves awarenessbuilding and skill enhancement of adults like parents teachers and institutionalcaretakers who are primary stakeholders and caregivers in a child’s life. Suchinformation and skills for children parents and caregivers are enhanced through variousworkshops.

The Company has also contributed Rs 10 lakhs to "CARE India Solutions forSustainable Development" for the project "Join My Village Maternal and Neo NatalHealth" to intensify integrated maternal and new born health with a focus onassimilating gender interventions in select district of Uttar Pradesh.

30. RISK MANAGEMENT

The Audit Committee of the Board has been vested with powers and functions relating toRisk

Management which inter alia includes (a) review of risk management policies andbusiness processes to ensure that the business processes adopted and transactions enteredinto by the Company are designed to identify and mitigate potential risk;

(b) laying down procedures relating to Risk assessment and minimization. The AuditCommittee regularly reviews the risk in accordance with Risk

Management Policy of the Company.

31. 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.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

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.

33. 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 Naresh Chandra
Executive Vice Chairman Chairman -
and Managing Director Independent Director
Place : Mumbai
Date : 27 May 2016