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Eros International Media Ltd.

BSE: 533261 Sector: Media
NSE: EROSMEDIA ISIN Code: INE416L01017
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VOLUME 57398
52-Week high 36.95
52-Week low 16.35
P/E
Mkt Cap.(Rs cr) 170
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 18.70
CLOSE 18.05
VOLUME 57398
52-Week high 36.95
52-Week low 16.35
P/E
Mkt Cap.(Rs cr) 170
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Eros International Media Ltd. (EROSMEDIA) - Auditors Report

Company auditors report

To the Members of

Eros International Media Limited

Report on the Standalone financial statements

Opinion

We have audited the accompanying standalone financial statements of ErosInternational Media Limited ("the Company") which comprise the BalanceSheet as at March 31 2020 the Statement of profit and Loss including otherComprehensive Income the Cash Flow Statement and the Statement of Changes in Equity forthe year then ended and a summary of significant accounting policies and otherexplanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standards("Ind AS") specified under Section 133 of the Act and other accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2020 its loss including other comprehensive income its cash flows and the statementof changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing("SAs") specified under Section 143(10) of the Act. our responsibilities underthose Standards are further described in the Auditor's Responsibilities for the Audit ofthe Financial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules madethereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the ICAI‘s Code of Ethics. We believe that the audit evidencewe have obtained is sufficient and appropriate to provide a basis for our opinion on thestandalone financial statements.

Material Uncertainty related to Going Concern

As stated in Note No. 52 of the standalone financial statements theeconomic uncertainty created by the novel coronavirus has resulted in significant businessdisruptions for film distributer and broadcasting companies. These conditions along withother matter as set forth in the aforesaid note indicate the existence of a materialuncertainty that may cast significant doubt about the Company's ability to continue as agoing concern.

our opinion is not modified in respect of this above matter.

Emphasis of Matter

We draw attention to note No. 51 of the standalone financialstatements which describes the Company's management evaluation of Covid 19 impact on thefuture business operations and future cash flows of the Company and it's consequentialeffects on the carrying value of assets as on March 31 2020. In view of uncertaineconomic conditions the Company's management's evaluation of impact on subsequent periodsis highly dependent upon conditions as they evolve. our opinion is not modified in respectof this matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. For each matter below our description of how ouraudit addressed the matter is provided in that context.

We have determined the matters described below to be key audit mattersto be communicated in our report. We have fulfilled the responsibilities described in theAuditors' responsibilities for the audit of the Standalone Financial Statements section ofour report including in relation to these matters. Accordingly our audit included theperformance of procedures designed to respond to our assessment of the risks of materialmisstatement of the Standalone Financial Statements. the results of our audit proceduresincluding the procedures performed to address the matters below provide the basis for ouraudit opinion on the accompanying standalone financial statements:-

Key Audit Matters Response to Key Audit Matters
Impairment of Non financial assets
(Refer note 39 of standalone financial statement)
Annually management reviews whether there are any indicators of impairment of the non financial assets (Refer note 1 and para (d) of significant accounting policies by reference to the requirements under Ind AS 36 - "Impairment of Assets". Accordingly management has identified impairment indicators (impact of Covid-19 pandemic of company's operations significant reduction in market capitalisation as compared with the previous year and other factors) exist as at March 31.2020. As a result an impairment assessment was required to be performed by the Company by comparing the carrying value of the cash generating unit (CGU) to their recoverable amount i.e. value in use to determine whether impairment was required to be recognised. For the purpose of impairment testing management has determined the value in use of CGU based on the valuation report by external expert. Our audit procedures included and were not limited to the following:
• Obtaining an understanding evaluating the design and testing the operating effectiveness of controls that the Company has in relation to impairment review processes.
• Assessing the appropriateness of Company's valuation methodology applied in determining the recoverable amount. In making this assessment we evaluated the objectivity and independence of Company's specialists involved in the process.
• Assessing the assumptions around the key drivers of the cash flow forecasts including discount rates expected growth rates and terminal growth rates used.
• Assessing the recoverable value headroom by performing sensitivity testing of key assumptions used.
• Assess the methodology and appropriateness of allocation of impairment value derived for CGu to individual accounts as per Ind AS 36.
• Verifying the completeness of disclosure in the Standalone Financial Statements as per Ind AS 36.
The assessment of the value in use (the present value of the future cash flows that are expected to be derived from the asset.) requires significant judgment in particular relating to estimated cash flow projections and discount rates.
During the year ended March 31 2020 the Company has recorded an impairment provision of '127088 Lakhs to reduce the aggregate carrying value of CGu comprising of Content Advances and Film Rights to their estimated recoverable values as per the valuation report.
Due to the level of judgment market environment and significance to the Company's financial position this is considered to be a key audit matter.
Revenue Recognition
(Refer note 1 and para ‘a' of the significant accounting policies)
The Company recognize theatrical income license Fees and distribution revenue net of sales related taxes when control of the underlying products have been transferred along with satisfaction of performance obligation. Our audit procedures to assess the appropriateness of revenue recognised included and were not limited to following:
• Obtaining an understanding of an assessing the design implementation and operating effectiveness of the Company's key internal controls over the revenue recognition process.
Recognition of revenue is driven by specific terms of related contracts. • Examination of significant contracts entered into close to year end to ensure revenue recognition is made in correct period.
The various streams of revenue together with the level of judgement involved make its accounting treatment for revenue a significant matter for our audit. • Testing a sample of contracts from various revenue streams by agreeing information back to contracts and proof of delivery or transmission as appropriate and ensure revenue recognition is in accordance with principles of Ind AS 115.
• Assessing the adequacy of Company's disclosure in accordance with requirements of Ind AS 115.
Key Audit Matters Response to Key Audit Matters
Content Advances
Company enters into agreements with production houses to develop future film content. Advances are given as per terms of agreements. Such content advances are monitored by management of the Company for recoverability and appropriate write offs are taken when film production does not seem viable and refund of advance is not probable basis management evaluation. Our audit procedures with respect to content advance delivery of the content and it's impairment included and were not limited to following:
• Obtaining an understanding of and assessing the design implementation and operating effectiveness of the Company's key controls over the processes of authorisation of content advances and tracking of receipt of related content as per agreement.
• Examination of contracts on sample basis entered by the Company and agreeing with the schedule of content advance.
• Examination of the approvals of write off where amounts are not recoverable.
The Content advances are transferred to film and rights at the point at which the content is first exploited. provision is made as per provision policy in respect of content advances against which content has not been delivered by vendor within agreed timelines or where projects are at standstill/put on hold for substantial period of time.
• Testing of the amounts transferred to film and rights account on sample basis on delivery of content by vendor.
• Circulating and obtaining independent confirmations from parties on the outstanding balances on sample basis. Testing the reconciliation if any between the balances confirmed by party and balance in the books.
• Conducting discussion with the management and reviewing on sample basis the project status prepared by management for determining the adequacy of impairment provisions where balances are still pending to be adjusted against the content to be delivered by the party.
Because of the significance of content advances to the balance sheet and of the significant degree of management judgment involved in evaluating the adequacy of the allowance for content advances we identified this area as key audit matter.
Amortisation of Film and Content Rights
(Refer note 1 and para ‘c' of the significant accounting policies)
The cost incurred on acquisition of film and content rights are amortised over the period. Company carries out stepped up amortisation of film content with higher amortisation in year of film release and lower amortisation in later periods as per the policy disclosed in significant accounting policy. our audit procedures to test amortisation/ impairment of film content included and were not limited to following:
• Assessing the design implementation and operating effectiveness of the Company's key internal controls over the processes of maintenance and updation of master files containing data on the film rights carrying value and the related amortisation computations thereof.
• Testing on sample basis the mathematical accuracy of the acquisition cost of film and content rights associated amortisation charge and additions and disposals to third party supporting documents.
Such amortisation policy has been derived basis management's expectation of overall performance of films based on historical trends. The Company maintains detailed content wise information relating to historical trends and future benefits from content through theatrical sales sale of satellite or television and other forms of monetisation of the content.
• Discussing the expectations of the selected films and shows with key personnel including those outside of finance to ensure its consistency of expected performance with key assumptions.
• Determining the overall assumptions used by management for amortisation policy is appropriate based on the expected utilisation of benefits of the underlying content.
Determination of amortisation policy and assessing impairment of content asset involves significant judgement and estimates since it is dependent on various internal and external factors. • Assessing management's historical forecasting accuracy by comparing past assumptions to actual outcomes.
• The carrying value of the content and film cost were tested for impairment based on the valuation model. We tested the historical data used for valuation challenged the terminal growth and discount rates used and considered the reasonableness of the sensitivity assessment applied.
Because of the significance of the amortisation of content and film rights to balance sheet together with the level of judgement involved make its accounting treatment a significant matter for our audit.
Key Audit Matters Response to Key Audit Matters
Trade Receivables
(Refer note 1 and para ‘i' of the significant accounting policies)
The Company is required to regularly assess the recoverability of its trade receivables. Management assesses the level of allowance for expected credit loss required at each reporting date after taking into account the ageing analysis of trade receivables and other historical and current factors specific to individual accounts. our audit procedures to assess the recoverability of trade receivables included and were not limited to following:
• Tested the accuracy of aging of trade receivables at year end on a sample basis.
• Assessed the recoverability of the unsettled receivables on a sample basis through our evaluation of management's assessment with reference to the credit profile of the customers historical payment pattern of customers publicly available information and latest correspondence with customers related to the recoverability of outstanding amount and to consider if any additional provision should be made.
The recoverability of trade receivables was significant to our audit because of the significance of trade receivables to balance sheet and involvement of significant degree of management judgement involved in evaluating the adequacy of the allowance for expected credit loss.
• Tested subsequent settlement of trade receivables after the balance sheet date on a sample basis if any.
• Examination of the approvals of write off where amounts are not recoverable.
• Circulating and obtaining independent customers confirmation on the outstanding balances on sample basis. Testing the reconciliation if any between the balances confirmed by customer and balance in the books on sample basis.
• In assessing the appropriateness of the overall provision for expected credit loss we considered the management's application of policy for recognizing provisions which included assessing whether the calculation was in accordance with IND AS 109 and comparing the Company's provisioning rates against historical collection data.

Other Information

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the AnnualReport but does not include the standalone financial statements and our auditor's reportthereon.

our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information; we are required to report that fact. We have nothing to report in thisregard.

Management Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these StandaloneFinancial Statements that give a true and fair view of the financial position financialperformance including other comprehensive income cash flows and the statement of changesin equity of the Company in accordance with the accounting principles generally acceptedin India including the Indian Accounting Standards ("Ind AS") specified underSection 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015as amended.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provision of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of the appropriate accounting policies; making judgements and estimates thatare reasonable and prudent; and design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and fair presentationof the standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the standalone financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern

and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

the Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibility

our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. the risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. underSection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls system in place and theoperating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt

on the Company's ability to continue as a going concern. If we concludethat a material uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the standalone financial statements or if suchdisclosures are inadequate to modify our opinion. our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitative materiality and qualitative factorsin (i) planning the scope of our audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) order 2016("the order") issued by the Central Government of India in terms of sub-section(11) of Section 143 of the Act we give in the "Annexure A" a statement on thematters specified in paragraphs 3 and 4 of the order.

2. As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

b) In our opinion proper books of account as required by law have beenkept by the Company so far as appears from our examination of those books;

c) The Balance Sheet Statement of profit and Loss including otherComprehensive Income the Cash Flow Statement and the Statement of Changes in Equity dealtwith by this report are in agreement with the books of account;

d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under Section 133 of the Act read with Companies (IndianAccounting Standards) Rules 2015 as amended;

e) the matter described under Material uncertainty Related to GoingConcern paragraph above in our opinion may have an adverse effect on the functioning ofthe Company.

f) on the basis of written representations received from the directorsas on March 312020 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2020 from being appointed as a director in terms of Section164(2) of the Act;

g) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure B". our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting;

h) With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of section 197(16) of the Act as amended

In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid by the Company to its Executive ViceChairman and Managing Director for the year ended March 312020 is in excess by ' 398Lakhs vis-a-vis the limits specified in Section 197 of Companies Act 2013 (‘theAct') read with Schedule V thereto as the Company does not have profits. The Company hasrepresented to us that it is in the process of complying with the prescribed statutoryrequirements to regularize such excess payments including seeking approval ofshareholders as necessary.

i) With respect to the other matters to be included in the Auditor'sReport in accordance with Rules 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements - Refer Note 41 to thestandalone financial statements;

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses and

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

For Chaturvedi & Shah LLP
Chartered Accountants
Firm Registration No. 101720W/W100355
Amit Chaturvedi
partner
Membership No. 103141
UDIN: 20103141AAAAP07576
place: Mumbai
Date: 30 July 2020

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT ON THESTANDALONE FINANCIAL STATEMENTS OF EROS INTERNATIONAL MEDIA LIMITED

(Referred to in Paragraph 1 under the heading of "Report on other

legal and regulatory requirements" of our report of even date)

i) In respect of its Fixed Assets :

a. The Company has maintained proper records showing full particularsincluding quantitative details and situation of Fixed Assets on the basis of availableinformation.

b. As explained to us all the fixed assets have been physicallyverified by the management in a phased periodical manner which in our opinion isreasonable having regard to the size of the Company and nature of its assets. No materialdiscrepancies were noticed on such physical verification.

c. According to the information and explanations given to us the titledeeds of all the immovable properties are held in the name of the Company.

ii) In respect of its inventories:

As the Company had no inventory during the year clause (ii) ofparagraph 3 of the order is not applicable to the Company.

iii) In respect of loans secured or unsecured granted by the Companyto companies firms limited liability partnerships or other parties covered in theregister maintained under Section 189 of the Act:

a. In our opinion the terms and conditions of the grant of such loansare prima facie not prejudicial to the company's interest.

b. The schedule of repayment of principal and interest has beenstipulated wherein the principal and interest amounts are repayable on demand. Since therepayment of such loans

has not been demanded in our opinion the repayment of the principaland interest amount is regular.

c. There is no overdue amount in respect of loans granted to suchcompanies and firms.

iv) In respect of loans investments guarantees and security theCompany has complied with the provisions of Section 185 and 186 of the Act.

v) According to the information and explanations given to us theCompany has not accepted any deposits within the meaning of provisions of Sections 73 to76 or any other relevant provisions of the Act and the rules framed thereunder. thereforethe provisions of Clause (v) of paragraph 3 of the order are not applicable to theCompany.

vi) To the best of our knowledge and explanations given to us theCentral Government has not prescribed the maintenance of cost records under sub section(1) of Section 148 of the Act in respect of the activities undertaken by the Company.Accordingly the provision of clause 3(vi) of the order is not applicable.

vii) In respect of Statutory dues :

a. According to the records of the Company undisputed statutory duesincluding goods and service tax employee's state insurance provident fund income-taxsales-tax service tax duty of customs value added tax cess and any other statutorydues as applicable to it have not been regularly deposited to the appropriate authoritiesand there have been significant delays in a large number of cases. According to theinformation and explanations given to us following are the undisputed amounts payable inrespect of the aforesaid dues were outstanding as at March 312020 for a period of morethan six months from the date of becoming payable:-

Sr. No. Name of the statute Nature of the dues Amount ' in lakhs Period to which the amount relates Due Date Date of Payment
1 Income tax Act 1961 Interest on Income tax 1263 Assessment Year 2017-18 30.11.2017 Unpaid
Interest on Income tax 243 Assessment Year 2018-19 30.11.2018 Unpaid
Income tax 5446 Assessment Year 2019-20 30.11.2019 Unpaid
Interest on Income tax 1255 Assessment Year 2019-20 30.11.2019 Unpaid
Interest on tax Deducted at Source (TDS) 18 Financial Year 2018-19 Various Dates Paid as on 27th July 2020
tax Deducted at Source (IDS) 716 Financial Year 2019-20 Various Dates paid as on 16th July 2020
Interest on tax Deducted at Source (TDS) 102 Financial Year 2019-20 Various Dates paid as on 27th July 2020
2 Goods and Services Tax Act Interest on Goods and Service tax 69 Financial Year 2017-18 Various Dates Unpaid
Goods and Service tax 453 Financial Year 2018-19 Various Dates Unpaid
Interest on Goods and Service tax 91 Financial Year 2018-19 Various Dates Unpaid
Goods and Service tax 2497 Financial Year 2019-20 Various Dates Paid 500 Lakhs on various dates
Interest on Goods and Service tax 332 Financial Year 2019-20 Various Dates Unpaid

b. on the basis of our examination of accounts and documents on recordsof the Company and information and explanations given to us upon enquires in this regardthe following are the disputed amounts payable in respect of goods and service tax incometax sales tax service tax duty and cess as applicable to it which have not beendeposited on account of disputed matters pending before the appropriate authorities:-

Sr. No Name of the statute Nature of the dues Amount ' in lakhs Amount Paid under protest (Amount ' in lakhs) Period to which the amount relates Forum where dispute is pending
1 Finance Act 1994 Service Tax Penalties and Interest 34506 1000 Various Years From 2009-10 to 2016-2017 Assistant commissioner of sales tax (Appeals)
2 Income Tax Act 1961 Income Tax 68

-

Various Assessment Years From 2003-04 to 2016-17 Commissioner of Income Tax (Appeal)
37 - Assessment Year 2004-05 High Court
1653 775 Assessment Year 2016-17 Commissioner of Income Tax (Appeal)
3 Maharashtra Value Added Tax 2002 Sales Tax 2488 55 Various Years From 2005-06 to 2013-14 Joint Commissioner of sales tax (Appeals)
4 Central Sales Tax Act 1956 Sales Tax 98 20 Various Years From 2005-06 to 2013-14 Joint Commissioner of sales tax (Appeals)

viii) In our opinion and according to the information and explanationsgiven to us the Company has delayed in repayment of dues to financial institutions banksand government during the year. The lender wise details of the default as on March 312020is tabulated as under:-

Name of Bank/

Amount in lakhs (?)

Financial Institution Principal* Interest*
Bank of Baroda 92 13
Union Bank of India 33 3
Punjab National Bank 42 6
Total 167 22

*Since paid in July 2020

ix) the Company has not raised money by way of initial public offer orfurther public offer (including debt instruments). In our opinion the term loans wereapplied for the purpose for which the loans were obtained.

x) Based on the audit procedures performed for the purpose of reportingthe true and fair view of the financial statements and as per information and explanationsgiven to us no fraud by the Company or on the Company by its officers or employees hasbeen noticed or reported during the year.

xi) In our opinion and to the best of our information and according toexplanation given to us the remuneration paid by the Company to its Executive ViceChairman and Managing Director for the year ended March 31 2020 is in excess by ' 398Lakhs vis-avis the limits specified in Section 197 of Companies Act 2013 (‘the Act')read with Schedule V thereto as the Company does not have profits. The Company hasrepresented to us that it is in the process of complying with the prescribed statutoryrequirements to regularize such excess payments including seeking approval ofshareholders as necessary.

xii) In our opinion Company is not a nidhi Company. Therefore theprovisions of clause (xii) of paragraph 3 of the Order are not applicable to the Company.

xiii) In respect of transactions with related parties:

In our opinion and according to the information and explanations givento us all transactions with related parties are in compliance with Sections 177 and 188of the Act and their details have been disclosed in the financial statements etc. asrequired by the applicable Ind AS.

xiv) In our opinion and according to the information and explanationsgiven to us the Company has not made any preferential allotment or private placement ofshares or of fully or partly convertible debentures during the year and hence clause (xiv)of paragraph 3 of the order is not applicable to the Company.

xv) In our opinion and according to the information and explanationsgiven to us the Company has not entered into any non-cash transaction with the directorsor persons connected with him and covered under Section 192 of the Act. Hence clause (xv)of the paragraph 3 of the order is not applicable to the Company.

xvi) Based on information and explanation given to us the Company isnot required to be registered under Section 45-IA of the Reserve Bank of India Act 1934.

For Chaturvedi & Shah LLP
Chartered Accountants
Firm Registration No. 101720W/W100355
Amit Chaturvedi
partner
Membership No. 103141
UDIN: 20103141AAAAP07576
place: Mumbai
Date: 30 July 2020

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT ON THESTANDALONE FINANCIAL STATEMENTS OF EROS INTERNATIONAL MEDIA LIMITED

(Referred to in paragraph 2 (f) under ‘Report on Other Legal andRegulatory Requirements' of our report of even date)

Report on the Internal Financial Controls over Financial Reportingunder Clause (i) of sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the Internal Financial Control over financial reportingof Eros International Media Limited ("the Company") as of 31 March 2020in conjunction with our audit of the standalone financial statements of the Company forthe year then ended.

Management Responsibility for the Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (the "Guidance note") issued by the Institute of CharteredAccountants of India ("ICAI"). these responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under the Act.

Auditor's Responsibility

our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance note issued by ICAI and the Standards on Auditing issued byICAI and deemed to be prescribed under Section 143(10) of the Act to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the ICAI. those Standards and the Guidancenote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.

our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the standalone financial statements whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of standalone financial statements for external purposes inaccordance with generally accepted accounting principles. A company's internal financialcontrol over financial reporting includes those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of standalonefinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the Company are being made only in accordance withauthorisations of management and directors of the Company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the Company's assets that could have a material effect on the standalonefinancial statements.

Inherent Limitations of Internal Financial Controls over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects adequateinternal financial controls over financial reporting with reference to these StandaloneFinancial Statements and such internal financial controls over financial reporting withreference to these Standalone Financial Statements were operating effectively as at March31 2020 based on the internal control over financial reporting criteria established bythe Company considering the essential components of internal control stated in theGuidance note issued by ICAI.

For Chaturvedi & Shah LLP
Chartered Accountants
Firm Registration No. 101720W/W100355
Amit Chaturvedi
partner
Membership No. 103141
uDIN: 20103141AAAAp07576
place: Mumbai
Date: 30 July 2020

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