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Balaji Telefilms Ltd.

BSE: 532382 Sector: Media
NSE: BALAJITELE ISIN Code: INE794B01026
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VOLUME 13521
52-Week high 88.95
52-Week low 39.35
P/E 91.82
Mkt Cap.(Rs cr) 511
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 51.80
CLOSE 51.60
VOLUME 13521
52-Week high 88.95
52-Week low 39.35
P/E 91.82
Mkt Cap.(Rs cr) 511
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Balaji Telefilms Ltd. (BALAJITELE) - Director Report

Company director report

Dear Members

The Board of Directors is pleased to present the 28th Annual Report of Balaji TelefilmsLimited (“the Company”) along with the Audited Financial Statements (standaloneand consolidated) of the Company for the financial year ended March 31 2022.

FINANCIAL HIGHLIGHTS

The salient features of the Company's financial results for the year under review areas follows:

(Rs in Lacs)

(Rs in Lacs)
PARTICULARS STANDALONE CONSOLIDATED
2021-2022 2020-21 2021-2022 2020-2021
Income from operations 24212.23 31578.29 33685.22 29370.44
Less: Total expenditure 22747.70 27837.55 45853.90 39770.36
Operating Profit 1464.53 3740.74 (12168.68) (10399.91)
Less: Interest 164.62 151.79 175.30 167.40
Less Depreciation 1354.61 2632.82 1503.28 2858.87
Operating Profit after interest and depreciation inter (54.70) 956.13 (13847.26) (13426.18)
Add: Other income 694.52 1381.28 732.04 1343.48
Profit before exceptional items and tax 639.82 2337.41 (13115.22) (12082.70)
Exceptional Items - 1044.44 - 1044.44
Profit Before Tax 639.82 3381.85 (13115.22) (11038.26)
Less: Provision for taxation 201.40 853.62 201.40 853.62
Net profit / (loss) after tax 438.42 2528.23 (13316.62) (11891.88)
Other Comprehensive Income 0.89 13.33 4.67 15.02
Less: Net loss attributable to Non-controlling Interest - - (82.75) (6.99)
Net profit attributable to owners of the Company 439.31 2541.56 (13229.20) (11869.87)
Balance of retained earnings 31696.63 28747.56 (19286.35) (7823.89)
Adj on adoption of Ind AS 116/ 115 - - - -
Impact of change in Ownership - - - -
Transfer to retained earnings for employee share 33.33 407.51 33.33 407.51
options (vested)
Sub Total 32169.27 31696.63 (32482.22) (19286.25)
Appropriations:
Share issue expenses - - - (0.10)
Conversion of preference shares into equity - - - -
Payment of dividend (202.26) - (202.26) -
Dividend distribution tax - - - -
Balance carried to balance sheet 31967.01 31696.63 (32684.48) (19286.35)

COMPANY'S PERFORMANCE

During the year under review the Standalone Revenue from operations of the Company isRs 24212.23 a decrease of 23.33% over the previous year's Rs 31578.29 Lacs. As perthe Consolidated Accounts the total revenue from operations has increased by 14.69% fromRs 29370.44 Lacs to

Rs 33685.22 Lacs during the year. Your Company had a Net profit after tax of Rs 438.42Lacs during the year as compared to Net profit of Rs 2528.23 Lacs of previous year.Overall the marginal increase in revenue on a consolidated level is on account of thebusiness operations regaining normalcy post the relaxation of restrictions owing to theCovid-19 Pandemic.

AUDITED FINANCIAL STATEMENTS OF THE

SUBSIDIARIES

The Audited Financial Statements the Auditors' Report thereon and the Board's Reportwith applicable annexures for the year ended March 31 2022 for the Subsidiaries areannexed along with the Annual Report.

The Annual Financial Statements of the subsidiaries and related detailed informationforms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company is prepared in accordance with theCompanies Act 2013 SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and applicable accounting standards and principles generally accepted in Indiaincluding the Indian Accounting Standards (IND AS) and forms part of the Annual Report.

DIVIDEND

No dividend is proposed to be paid for the financial year 2021-22.

OPERATIONAL HIGHLIGHTS

A detailed discussion on the business performance is presented in the ManagementDiscussion and Analysis Section of the Annual Report.

TRANSFER TO RESERVES

The Directors of the Company do not propose to transfer any amount to the GeneralReserve and an amount of Rs 31967.01 Lacs is proposed to be retained in the statement ofprofit and loss account.

BORROWINGS

During the year the Company obtained cash credit facilities amounting to Rs 5000 Lacsfrom Axis Bank repayable on demand at Interest rate of 4% Repo + 3% equaling to a totalinterest of 7% per annum It is payable at monthly intervals.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31 2022 is Rs202260886/- (Rupees Twenty Crores Twenty-Two Lacs Sixty Thousand Eight Hundred andEighty-Six only). Of the total paid up share capital of the Company 34.35% is held by

Promoters and Promoter Group all in dematerialized form and balance of 65.65% is heldby persons other than Promoters and Promoter Group out of which majority is indematerialized form. The Company has neither issued shares with differential voting rightsnor granted sweat equity.

PUBLIC DEPOSITS

During the year under review your Company has not accepted or renewed any amountfalling within the purview of provisions of Section 73 of the Companies Act 2013(“the Act”) read with the Companies (Acceptance of Deposit) Rules 2014. Hencethe requirement for furnishing of details relating to deposits covered under Chapter V ofthe Act and the details of deposits which are not in compliance with the Chapter V of theAct is not applicable.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013forms part of the notes to the Financial Statements provided in this Annual Report.

CHANGE IN REGISTERED OFFICE OR NATURE OF

BUSINESS

There was no change in the Registered Office or nature of business of the Companyduring the year under review.

SUBSIDIARIES

During the year under review Ding Infinity Private Limited (Ding) became a subsidiaryof the Company w.e.f. May 25 2021 post acquisition of 55% stake by the Company. As onMarch 31 2022 your Company has the following Subsidiaries:

1. BALAJI MOTION PICTURES LIMITED (BMPL)

BMPL is into the business of distribution of wholly-owned motion pictures and films.subsidiary of the Company.

2. ALT DIGITALMEDIA ENTERTAINMENT LIMITED

(ALT Digital)

The Company's ‘direct-to-consumer' digital content business is housed under ALTDigital. The Company focuses on creating original and exclusive content for India'sDigital Audience.

It is a wholly-owned subsidiary of the Company. Like previous year ALT Digitalcontinues to be a material subsidiary of the Company as its net worth exceeded 10% of theconsolidated net-worth of the Company in the immediately preceding accounting year.Further in compliance with Regulation 24A(1) of SEBI(Listing Obligation and disclosureregulation) Regulations 2015 the Secretarial Audit Report of ALT Digital for theFinancial Year ended March 31 2022 forms part of this Annual Report.

3. MARINATING FILMS PRIVATE LIMITED (MFPL)

MFPL is the creator producer of reality shows and events. MFPL is a wholly ownedsubsidiary of the Company.

4. DING INFINITY PRIVATE LIMITED (DING)

Ding has become a Subsidiary of Balaji Telefilms Limited w.e.f. May 25 2021 pursuantto acquisition of 55% stake by the Company. A detailed review of the operationsperformance and future outlook and its businesses during the year under review of theabove-mentioned subsidiaries form part of the Management Discussion and Analysis whichforms an integral part of the Annual Report. The shareholders are further informed thatChhayabani Balaji Entertainment Private Limited (erstwhile subsidiary of the Company) hadfiled an application for voluntary liquidation in financial year 2020-21; and the Companyhas been liquidated vide NCLT's order dated April 11 2022 and consequently ceased to be asubsidiary with effect from that date. Further a separate statement highlighting thefinancial statements of subsidiaries of the Company in the prescribed Form AOC-1 formspart of the Consolidated Financial Statements in compliance with Section 129(3) andother applicable provisions if any of the Companies Act 2013 read with Rules madethereunder and is appended as Annexure I to the Board's Report.

There has been no material change in the nature of business of the subsidiaries.

In accordance with Section 136 of the Companies Act 2013 the Audited FinancialStatements including the Consolidated Financial Statement and related information of theCompany and the audited accounts of each of its subsidiaries are also available on www.balajitelefilms.com

EMPLOYEE STOCK OPTION PLAN (ESOP)

The applicable disclosures under SEBI (Share Based Employee Benefits) Regulations 2014(the “ESOP Regulations”) as at March 31 2022 with respect to ESOP 2017 isavailable on the website of the Company at http://www.balajitelefilms.com/pdf/ESOP_2019_Disclosure_under_SEBI(SBEB)%20_ Regulations_2014.pdf. During the year therehas not been any material change in the Company's Employee Stock Option Scheme.

Members seeking to inspect certificate from M/s. MMJB & Associates LLP CompanySecretaries the Secretarial Auditor of the Company with respect to the implementation ofESOP Scheme are required to send an email to investor@balajitelefilms.com .

ANNUAL RETURN

In accordance with the provisions of the Companies Act 2013 the Annual Return of theCompany as on March 31 2022 in the prescribed form is available on the website of theCompany at: http://www. balajitelefilms.com/annual_return.php MEETINGS OF THE BOARD

During the year under review 5 (five) meetings of the Board of Directors were held;the relevant details of the meetings are forming part of the Corporate Governance Reportwhich is an integral part of this Annual Report. The intervening gap between two BoardMeetings did not exceed 120 days. A calendar of meetings for every year is prepared andapproved by the Directors in advance to facilitate participation at the Board/Committeemeetings.

COMMITTEES OF THE BOARD

In compliance with the requirements of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board had constitutedvarious Board Committees including Audit Committee Nomination and Remuneration CommitteeStakeholder Relationship Committee Corporate Social Responsibility Committee and

Risk Management Committee. Details of scope constitution terms of reference numberof meetings held during the year under review along with attendance of Committee Memberstherein forms part of the Corporate Governance Report which forms an integral part of theAnnual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Ms. Ekta Kapoor (DIN: 00005093) Joint Managing Director is liable to retire byrotation at the ensuing AGM pursuant to Section 152 and other applicable provisions ifany of the Companies Act 2013 read with the Companies (Appointment and Qualification ofDirectors) Rules 2014 (including any statutory thereof formodification(s) the time beingin force) the Articles of Association of the Company and being eligible has offeredherself for re-appointment. Appropriate resolution for her re-appointment is being placedfor the approval of the Members of the Company at the ensuing AGM. The brief resume of theDirector and other related information has been detailed in the Notice convening the 28thAGM of the Company. The Board recommends her re-appointment as an Executive Director(designated as Joint Managing Director) of the Company.

The Members are also informed about the following changes in the Key ManagerialPersonnel during the year under review:

Mr. Nachiket Pantvaidya was appointed as the Chief Executive Officer of the Companyw.e.f. July 19 2021;

Mrs. Simmi Singh Bisht resigned as Group Head Secretarial of the Company w.e.f. closureof working hours of June 20 2021 to pursue other opportunities;

Ms. Tannu Sharma was appointed as the Company Secretary and Compliance Officer of theCompany w.e.f. March 15 2022.

The Members are also requested to note that the following changes in Directors/KMPstook place post closure of the financial year:

1) Subject to the approval of the shareholders at the ensuing Annual General Meetingand basis the recommendation made by the Nomination and Remuneration Committee the Boardof Directors at their meeting held on May 20

2022 appointed Ms. Priyanka Chaudhary (DIN: 06520285) as an Additional Director(Non-Executive Non-Independent);

2) Mr. Nachiket Pantvaidya Chief Executive Officer of the Company resigned from hisposition effective from closing of business hours on May 31 2022. The Board placed onrecord its appreciation for the guidance and contribution made by him to improve theoverall functioning of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

As at the end of the financial year there were 6 (six) Non-Executive IndependentDirectors on the Board of the Company.

The Company has received necessary declaration from all Independent Directors underSection 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 16 and25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. All theIndependent Directors are duly registered with the Indian Institute of Corporate Affairs(IICA).

The Board is of the opinion that the Independent

Directors of the Company hold the highest standards of integrity and possess requisiteexpertise proficiency and experience required to fulfil their duties as IndependentDirectors.

During the year under review a separate meeting of the Independent Directors was heldon June 18 2021.

MECHANISM FOR EVALUATING BOARD MEMBERS

One of the key functions of the Board is to monitor and review the Board evaluationframework. The Board in consultation with the Nomination and Remuneration Committee laysdown the evaluation criteria for the performance evaluation of Executive/Non-Executive andIndependent Directors. The questionnaire of the survey is a key part of the process ofreviewing the functioning and effectiveness of the Board and for identifying possiblepaths for improvement. The following are the criteria on the basis of which the Directorsare evaluated

1) Knowledge to perform the role;

2) Time and Level of Participation;

3) Performance of Duties and Level of Oversight;

4) Professional Conduct and Independence etc.

Feedback on each Director is encouraged to be provided as a part of the survey.

EVALUATION OF BOARD COMMITTEES AND

INDIVIDUAL DIRECTORS

The Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 provides that an annual performance evaluation ofDirectors should be carried out by Independent Directors and annual performance evaluationof Independent Directors should be carried out by other Directors to the exclusion ofDirector being evaluated. The Nomination and Remuneration Committee carries out review ofthe performance of the Board of Directors based on feedback received from the Directors.The evaluation of the Board as a whole its Committees and Individual Directors includingExecutive Director Non-Executive Director and Independent Director was conducted based onthe criteria and framework adopted by the Board. The Board takes note of the evaluationprocess results as collated by the Nomination & Remuneration Committee of the Company.

AUDITORS STATUTORY AUDIT

In line with the provisions of Section 139 and Section 142 of the Companies Act 2013basis the recommendations made by the Audit Committee and the Board of Directors at theirmeeting(s) held on May 20 2022 and subject to the approval of the shareholders of theCompany it is proposed to appoint Deloitte Haskins and Sells LLP Chartered Accountants(Firm Registration No. 117366W/ W100018) as the Statutory Auditors of the Company inplace of M/s. Price Waterhouse Chartered Accountants LLP who will be completing theirterm as Statutory Auditors of the Company at the conclusion of ensuing Annual GeneralMeeting. Deloitte Haskins and Sells LLP Chartered Accountants have confirmed that theyare not disqualified from being appointed as Auditors of the Company.

The Report given by the Statutory Auditors on the financial statements of the Companyis part of this

Report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report except that the Statutory Auditor in their reporton standalone and consolidated financial statement have included Emphasis of Matterdrawing Members attention to Note No 41 and Note No 43 of standalone and consolidatedFinancial Statement respectively in connection with receivables from one of itsco-producer and a film Director.

COST AUDIT

In accordance with Companies (Cost Records and Audit) Rules 2014 Cost Audit is notapplicable to the Company. Accordingly there was no requirement for maintenance ofrelevant records by the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s. MMJB & Associates LLP Company Secretaries as Secretarial Auditors ofthe Company for the financial year 2021-22.

Secretarial Audit Report issued by M/s. MMJB & Associates LLP Company Secretariesin Form No. MR-3 for the Annexure II to the Board's Report. The said Report doesnot contain any qualification reservation disclaimer or observation requiringexplanation or comments from the Board under Section 134(3) of the Companies Act 2013except adverse remark which reads as under:

Office of Company Secretary was vacated for more than six months for which Company hasalso paid penalty to the concerned stock exchanges Comments: The said default hasbeen made good and Ms. Tannu Sharma (ACS 30622) has been appointed as the CompanySecretary and Compliance Officer of the Company w.e.f. March 15 2022. Further thepenalty so imposed by both the stock exchanges has been paid in full by the Company

Appointment of Chief Executive officer was not in compliance of Companies Act &SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. However theCompany has ratified the appointment in subsequent committee and board meeting. Furtherthere is delay in giving the intimation under regulation 30 of said regulation withrespect to said appointment Comments: The said default was ratified by the Companyin subsequent meetings of the Nomination and Remuneration Committee and the meeting ofBoard of Directors

SECRETARIAL AUDIT REPORT OF UNLISTED

MATERIAL SUBSIDIARY

Secretarial Audit Report of ALT Digital Media Entertainment Limited (“UnlistedMaterial Subsidiary Company”) issued by M/s. AVS & Associates. PracticingCompany Secretaries in Form No. MR-3 for the financial year 2021-22 is appended in ALTDigital Media Entertainment Limited's Board's Report. The said Report does not contain anyqualification reservation disclaimer or observation requiring explanation or commentsfrom the Board under Section 134(3) of the Companies Act 2013 except that there is noWoman Director on the Board which is required to be appointed under Section 149 of theCompanies Act 2013 and rules made thereunder.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

In terms of Section 134 of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure of Requirements) Regulations 2015 the Company works with internal controlsystems commensurate with the size scale and complexity of its operations.

The Board has adopted the policies and procedures for ensuring the orderly andefficient control of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds errors reportingmechanisms the accuracy and completeness of the accounting records and timely preparationof reliable financial disclosures. To maintain objectivity and independence the InternalAuditors report directly to the Audit Committee. Based on the report of the InternalAuditors process owners undertake corrective action when required. Significantobservations and corrective actions needed or taken are presented to the Audit Committee.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over theyears and it is a continuous and ongoing process. A detailed Report on CorporateGovernance practices followed by our Company in terms of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 together with a Certificate from the StatutoryAuditors confirming compliance with the conditions of Corporate Governance are providedseparately in this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section forming part of thisAnnual Report.

POLICIES ADOPTED BY THE COMPANY: a) VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism of reporting illegal or unethical behavior. The Company has a VigilMechanism/ Whistle Blower Policy wherein the employees are free to report violations oflaws rules regulations or unethical conduct to their immediate supervisor or such otherperson as maybe notified by the Management to the work reporting groups. Theconfidentiality the violations is maintained and they are not subjected to anydiscriminatory practice. The Whistle Blower Policy of the Company is also posted on thewebsite of the Company at http:// www.balajitelefilms.com/whistle-blower-policy.php b)CORPORATE SOCIAL RESPONSIBILITY POLICY AND INITIATIVES

The Corporate Social Responsibility Committee has been entrusted with theresponsibility of formulating and recommending to the Board a Corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany monitoring the implementation of the framework of the CSR

Policy and recommending the amount to be spent on CSR activities. The Corporate Social

Responsibility Policy of the Company is also posted on the website of the Company whichmay be accessed at http://www.balajitelefilms. com/corporate-social-responsibility.php.

During the year under review the Policy was amended in line with the changes inapplicable laws. The Annual Report on CSR activities is annexed here with as AnnexureIII to the Board's Report. c) NOMINATION & REMUNERATION POLICY

The Nomination and Remuneration has framed a policy for inter-alia selection andappointment of Directors including determining qualifications and independence of aDirector Key Managerial Personnel (“KMP”) Senior Management Personnel andtheir remuneration as part of its charter and other matters provided under Section 178(3)of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2013. As on March 31 2022 the Board comprised of twelve Directors of whomtwo are Executive Directors four Non-Executive Non- Independent Directors and sixIndependent Directors. The policy of the Company on Directors appointment andremuneration including the criteria for determining qualifications attributesindependence of a Director and other matters as required under Section 178(3) of theCompanies Act 2013 is available on our website at http://www.balajitelefilms.com/nomination-remuneration-policy.php. During the year under review the Policy wasamended in line with the changes in applicable laws. d) POLICY ON MATERIAL SUBSIDIARIES

The Company's Policy on material available on the Company's website and can be accessedat the link: http://www.balajitelefilms. com/pdf/Policy%20for%20determining%20Material%20Subsidiary_24052019.pdf. e) RIS K MANAGEMENT POLICY

Pursuant to Regulation 17(9) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has adopted a Risk Management Policy whichinter-alia provides for the identification of risk if any to

Company's operations and growth. The Board of Directors does not foresee any immediaterisk of this nature.

The details of the Risk Management Policy of the Company are available on the websiteof the Company at http://www.balajitelefilms.com/ pdf/RISK%20MANAGEMENT%20POLICY.pdf f)REL ATED PARTY TRANSACTIONS POLICY

In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 your Company has formulated a Policy onRelated Party Transactions which is also available on the Company's website at http://www.balajitelefilms.com/related-party-trancation-policy.php. The Policy intends toensure that proper reporting approval and disclosure processes are in place for alltransactions between the Company and Related Parties. During the year under review thePolicy was amended in line with the changes in applicable laws.

g) PRE VENTION OF SEXUAL HARASSMENT AT

WORKPLACE

The Company has in place a Prevention of positive Sexual Harassment at Workplace Policyin line with the requirements of the Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013. Internal Complaints Committee andApex Committee have been set up to redress complaints received regarding sexualharassment. All employees are covered under this policy. During the year 2021-2022 nosexual harassment complaint has is been registered with the Company.

In addition to the aforesaid policies few other policies as required by the CompaniesAct 2013 or rules made thereunder and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 have been adopted by the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

1. COVID IMPACT ON BUSINESS

The Covid- 19 Pandemic (‘Pandemic') has certainly changed the ways of the worldand the next new normal post the Pandemic is still being established. This year witnessedthe relaxations in restrictions which were imposed by the authorities on account of thesignificant decline in Covid-19 cases as well as scaling of the vaccination drive.However there were new virus variants which emerged at regular intervals that continuedto cause uncertainty to all businesses although not as high as we faced at the peak of thePandemic considering that the vaccinations drives were scaled up to reduce the impact.Further given that the lockdowns imposed were fully lifted and businesses were allowed tooperate at its efficiency levels it did herald a sense of normalcy albeit not entirely asthe pre-Covid-19 era considering that businesses are still adapting to the new normal aswe move forward.

As a result of the resumption the business has focused on production of fresh andinnovative content and ideas and other allied production activities and is in on track torelease majority productions that were in inventory given that shootings and schedulingwere not restricted unlike last year on account of the Pandemic.

Ability to resume operations post the lockdown

The Company managed to ensure smooth functioning of its operations including on-siteproduction and return to normal by leveraging on it the strong controls that have been putin place and are continuously being monitored. The Company continues to adhere toestablished SOPs with regard to the new ways of working to ensure minimizing the impact ofany future emergence of virus variants or re-emergence of full-fledged Pandemic.

Corporate office activities were allowed to function at optimum efficiency levelconsidering that the concerned authorities had relaxed the restriction and as a resultwere operating at 100% capacity.

OTHER DISCLOSURES i) REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the Statutory Auditors nor the SecretarialAuditors have reported to the Board or Audit Committee as required under Section 134(3)(ca) and 143(12) of the Companies Act2013 any instances of frauds committed against theCompany by its officers or employees the details of which would need to be mentioned inthis Report

ii) SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India

iii) DISCLOSURE UNDER SECTION 197(12) AND RULE 5 OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The requisite details containing the names and other particulars of employees inaccordance with the provisions of Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure IV to the Board's Report. Further the requisitedetails relating to the remuneration of the specified employees covered under Rule 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are also appearing at Annexure IV to the Board's Report. iv) RELATED PARTYTRANSACTIONS

All Related Party transactions entered during the year were placed before the AuditCommittee for review and approval. Prior omnibus approval is obtained for Related PartyTransactions on an annual basis for transactions which are of repetitive nature and / orentered in the ordinary course of business and are at arm's length basis. All RelatedParty Transactions entered during the year were in ordinary course of the business and onarm's length basis except letting out of premises to Subsidiary Companies for using it asits Registered office on an on-going basis without charging any rent. The details ofRelated Party Transactions have been disclosed in Note No. 36 to the financial statements.Further the information on transactions with related parties pursuant to Section134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are givenin Annexure V in Form AOC-2 and the same forms part of the Board's Report.

No Material Related Party Transactions i.e. transactions exceeding ten percent of theannual consolidated turnover as per the last audited financial statements were enteredduring the year by your Company. and material orders v) BUSINESS RISK MANAGEMENT

The Company has in place Risk Management Policy pursuant to the provisions of Section134 of the Companies Act 2013. The risk management framework enables identification andevaluation of business risks and opportunities seeks to create transparency minimizeadverse impact on business objectives and enhance the Company's competitive advantage.Major risks identifiedby the business and functions are systematically addressed throughmitigation actions on a periodic basis Also a Risk Management Committee was constitutedby the Board of Directors during the year under review

vi) DISSOLUTION OF SUBSIDIARY COMPANY

(CBEPL)

Chhayabani Balaji Entertainment Private Limited (CBEPL) which became a subsidiary ofthe Company w.e.f. February 16 2015 was not carrying any business activities and did nothave any proposed business plans in future. The shareholders of CBEPL approved voluntaryliquidation of the Company during the financial year 2020-21. Further the Hon'bleNational Company Law Tribunal Mumbai Bench (‘NCLT') vide its Order dated April 112022 has approved the Dissolution of CBEPL. Accordingly CBEPL has ceased to be Subsidiaryof the Company with effect from April 11 2022.

vii) INVESTOR EDUCATION AND PROTECTION FUND

In terms of the applicable provisions of the Companies Act 2013 read with InvestorEducation and Protection Fund (Accounting Audit Transfer and Refund) Rules 2016 Rs80740/- of unpaid/unclaimed dividend was transferred during the year to the InvestorEducation and Protection Fund viii) During the year under review the Company hasnot issued any equity shares or shares with differential voting rights as to dividendvoting or otherwise ix) There are no significant passed by the Regulators/Courtswhich would impact the going status of the Company & its future operations x) TheManaging Director/Joint Managing Director of the Company has not received any remunerationor commission from any of the subsidiary companies xi) The Company does not haveany scheme or provision of money for the purchase of its own shares by employees/Directors or by trustees for the benefit of employees/ Directors of the Company xii) Duringthe year under review there was no revision of financial statement and Board's report ofthe Company xiii) No application has been made under the Insolvency and BankruptcyCode; hence the requirement to disclose the details of any application made or anyproceeding pending under the Insolvency and Bankruptcy Code 2016 is not applicable forthe year under review; xiv) The requirement to disclose the details of anydifference between the valuation done at the time of a one-time settlement and thevaluation done while taking loan from banks or financial institutions along with thereasons thereof is not applicable for this year

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

A. ENERGY CONSERVATION MEASURES TAKEN

BY THE COMPANY

The provisions of Section 134(3)(m) of the Companies Act 2013 relating to conservationof energy do not apply to the Company. However significant energy consumption by usingenergy-efficient computers and by purchasing energy efficient equipment. We purchasecomputers laptops air conditioners etc. that meet environmental standards whereverpossible and regularly upgrade old equipment with more energy-efficient equipment.Currently we use Light Emitting Diode (LED) fixtures to reduce the power consumption inthe illumination system.

B. TECHNOLOGY ABSORPTION

The provisions of Section 134(3)(m) of the Companies Act 2013 relating to technologyabsorption do not apply to the Company. The Company's research and development initiativemainly consists of ideation of new subjects for our content production business which areused in the creation of new storyline and tracks. The expenses incurred on suchinitiatives are not practically quantifiable. The Company is an integrated player in theentertainment industry and our business is such that there is limited scope for newtechnology absorption adaptation and innovation. However the Company uses the latesttechnology wherever possible to deliver superior production value as a regular process.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings in terms of actual inflows is Rs 195.44 Lacs (PreviousYear Rs 361.80 Lacs) and the foreign exchange outgo in terms of actual outflows is Rs 8.62Lacs (Previous Year Rs 29.34 Lacs).

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them Directors make the following statements in terms of Section134(3) and Section 134(5) of the Companies Act 2013: a) In the preparation of the annualaccounts for the financial year ended applicable accounting standards had been followedalong with proper explanation relating to any material departures if any; b) TheDirectors had selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for the year under review; c) Proper and sufficient carehad been taken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; d) The annual accounts for thefinancial year ended March 31 2022 had been prepared on a ‘going concern' basis; e)The Directors had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; f) TheDirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors of the Company wish to acknowledge with gratitude and place on recordtheir appreciation to all stakeholders shareholders investors customers suppliersbusiness associates banks regulatory and governmental authorities for their cooperationassistance and support. Further they also wish to thank their employees for theirdedicated services.

For and on behalf of the Board of Directors
Sd/-
Jeetendra Kapoor
Place: Mumbai Chairman
Date: May 20 2022 (DIN: 00005345)

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