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Eros International Media Ltd.

BSE: 533261 Sector: Media
NSE: EROSMEDIA ISIN Code: INE416L01017
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VOLUME 28969
52-Week high 36.95
52-Week low 16.35
P/E
Mkt Cap.(Rs cr) 174
Buy Price 18.05
Buy Qty 427.00
Sell Price 18.10
Sell Qty 494.00
OPEN 18.10
CLOSE 18.05
VOLUME 28969
52-Week high 36.95
52-Week low 16.35
P/E
Mkt Cap.(Rs cr) 174
Buy Price 18.05
Buy Qty 427.00
Sell Price 18.10
Sell Qty 494.00

Eros International Media Ltd. (EROSMEDIA) - Director Report

Company director report

To

The Members

Eros International Media Limited

Your Board of Directors are pleased to present 26th AnnualReport of Eros International Media Limited (hereinafter referred to as "theCompany") covering the business operations and Audited Financial Statements ofthe Company for the financial year ended 31 March 2020.

1. FINANCIAL RESULTS

The Financial Performance of your Company for the year ended 31 March2020 is summarized below (? in lakhs)

Standalone Year Ended

Consolidated Year Ended

Particulars 2019-20 2018-19 2019-20 2018-19
Sales and other Income 72447 86980 93386 113969
Profit / (Loss) before exceptional items & tax (9934) 13677 (6194) 31763
Exceptional (loss)/ gain (127850) - (155352) -
Profit / (Loss) Before Tax (137784) 13677 (161546) 31763
Less: Tax Expenses / (Credit) (21711) 4941 (21425) 5115
Net Profit / (Loss) from the year from continuing operation (116073) 8736 (140121) 26648
Profit / (Loss) for the year attributable to:
Equity shareholders of the Company - - (140521) 26908
Non-controlling Interests - - 400 (260)
Other comprehensive income (net of taxes) 95 40 7811 5134
Total comprehensive income/ (loss) for the year (115978) 8776 (132310) 31782
Attributable to:
Equity shareholders of the Company - - (132310) 32042
Non-controlling Interests - - 400 (260)
EPS (diluted) in ' (121.48) 9.10 (147.06) 28.02

2. financial performance

On a consolidated basis the Company has recorded the revenues of '93386 lakhs as compared to previous year of ' 113969 lakhs. The loss before tax amountedto ' 161546 lakhs as against previous year profit of ' 31763 lakhs. The loss after taxattributable to equity shareholders was ' 140521 lakhs as compared to previous yearprofit of ' 26908 lakhs. Diluted EPS decreased to ' (147.06) as compared to previous yearof ' 28.02. The reported net loss in current financial year was on account of Impairmentof Assets amounting to ' 155352 lakhs as per Ind AS 36 and write off of aged overduereceivables amounting to ' 46494 lakhs on account of COvID-19 pandemic uncertainty.

On standalone basis the Company has recorded revenues of ' 72447lakhs as compared to previous year of ' 86980 lakhs. The loss before tax amounted to '9934 lakhs as against previous year profit of ' 13677 lakhs. The loss after tax stood at' 116073 lakhs as compared to previous year profit of ' 8736 lakhs. Diluted EPSdecreased to ' (121.48) as compared to previous year of ' 9.10. The reported net loss incurrent financial year was on account of Impairment of Assets amounting to ' 127850lakhs as per Ind AS 36 and write off of aged overdue receivables amounting to ' 44966lakhs on account of COvID-19 pandemic uncertainty.

As explained in the financial statements the COvID-19 outbreak andresulting measures taken by the Government of India to contain the virus have alreadysignificantly affected our business in the first quarter of fiscal 2020. Further infiscal 2019-2020 the Company has witnessed a significant decline in market capitalizationas compared with the previous year.

Because of the unexpected decline in the market capitalization anddisruptions in the business caused by the outbreak of COvID-19 the Company has performedthe annual impairment assessment and has recorded the impairment charge of ' 127850lakhs as exceptional item in the Statement of Profit and Loss account and the book valuesof goodwill content advance film rights and other advances were reduced.

The impairment test was performed at an individual asset level andwhere the recoverable amount cannot be determined for an individual asset the test wasdone at the level of the cash-generating unit which represented the entire business of theCompany. The management adopted the value in use methodology to determine the recoverableamount of cash-generating unit. The value in use represented the future cash flowsexpected to be generated by the film over its useful life discounted to present value.

3. operational performance

We continue as a global company in the Indian film entertainmentindustry that co-produces acquires and distributes Indian language films in multipleformats worldwide. We have a multi-platform business model and derive revenues frommultiple distribution channels.

Our content strategy leverages on multi-verse unique IP developmenthigh concept new talent films franchises and multilanguage co-productions. The Indianaudience's propensity to consume content in local language has been increasing and inrecent times regional films are breaking language barriers as they cross over with dubbedversions to other markets especially the Hindi market. The regional industry also hasstrong releases in the next year and the market is only expected to expand further.

Our Company's key asset is a film library of over 2000 films. In aneffort to reach a wide range of audiences we maintain rights to a diverse portfolio offilms spanning various genres generations and languages. These include rights to films inHindi and several regional languages Tamil Telugu Kannada Marathi Bengali Malayalamand Punjabi.

On 17 April 2020 our Ultimate Parent Company Eros International Plcentered into the Merger Agreement with STX Filmworks Inc. a Delaware corporation("STX"). Pursuant to closing of the merger STX will merge with a newly formedsubsidiary of Eros International Plc and will survive as its wholly owned subsidiary. STXEntertainment is a fully-integrated global media company specializing in the productionmarketing and distribution of talent-

driven motion picture television and multimedia content. It is thefirst major entertainment and media company to be launched at this scale in Hollywood inmore than twenty years.

Impact of COVID-19 on the business of the company:

As you are aware due to the outbreak of novel coronavirus (COvID-19)in China and then eventually spreading rapidly to various countries across the Globeincluding India the said Coronavirus has been declared as pandemic by WHO and hence theentire global market scenario has been changed with respect to investments in variousbusinesses. It has hit very badly and various businesses are adversely affected leaving agreater effect on cashflows. These are significant unanticipated events impacting theentire global economy across industries and our industry in particular as it depends ontheatrical revenues in a significant way. The closure of theatres in India and worldwidefor an indefinite period has created an unprecedented uncertainty and though we remainsanguine about the future it is increasingly becoming difficult to predict cash flows innear term.

During the period from March 2020 to June 2020 we were having few ofour film releases in India and overseas namely ‘Haathi Mere Saathi' in threelanguages (Hindi Tamil and Telugu) ‘Shokuner Lobh' (Bengali) etc. However underthe present circumstances of COvID-19 pandemic we are left with no option but to deferthe release of our above said films indefinitely till the situation is improved so thatrevenues of our said film can be optimized and improve our cashflows to better serve ourcommitments to our stakeholders. Your good selves must also be aware that recentlyvarious Cinema Halls Educational Institutions Malls or any mass gatherings are beingshut down for few days in India and in many countries worldwide and the same will have anadverse impact on all the businesses.

Post COvID-19 Scenario:

The onslaught of the COvID-19 pandemic has changed the social lives ofpeople across regions and economic sections. The lockdowns and restriction on movement ofpeople has not only led to an increased demand for content but has also changed contentconsumption patterns. While traditional and outdoor mediums of distribution of contentsuch as cinema theatres continue to be unavailable; the home consumption mediums such astelevision channels and OTT platforms (digital platforms) have gained even more popularityand viewership. Going forward we along with our industry have started re-thinking variousoperational and legal aspects of the business such as project timelines production costsand schedules legal commitments etc. in order to adjust to the ‘new normal' beingpresented to the world.

Our group OTT platform Eros Now where a large chunk of the contentlibrary comprises of our own contents and acquired contents we have also started thinkingof innovative ways of updating our existing content libraries. Given a rise in demand forcontent and increasing viewership and the halts in production of new content existingcontent is likely to become more valuable.

Given the above while the media and entertainment sector is currentlygrappling with various challenging issues however as people strive to return tonormalcy eventually our sector may be amongst the first few to recover and continue toprovide everyone across all mediums and segments the much-needed entertainment and weare ready for the same with our huge existing content library to grab the digitalopportunities.

Further once the theatres are open and production & shootingschedules achieve normalcy we are in line to release or complete our upcoming filmprojects/web-series few of which are mentioned as under:

1. Haathi Mere Saathi (Hindi Tamil & Telugu)

2. Roam Rome Mein (Hindi)

3. Shokuner Lobh (Bengali)

4. Sannata (Hindi)

5. 8 Kadam (Hindi)

6. Haseena Dillruba (Hindi)

4. dividend

In view of losses your Directors do not recommend any dividend to itsmembers for the financial year 2019-20.

The Dividend Distribution policy adopted by the Company in terms ofSEBI (Listing Obligations & Disclosures Requirements) Regulations 2015 ("SEBIListing Regulations"). This Policy is uploaded on the website of the Company atwww.erosstx.com.

5. RESERVES

The Company has not transferred any amount to the general reserveduring the current financial year.

6. employees' STOCK OPTION SCHEME & CHANGES in SHARE CAPITAL

During the year under review the Nomination and Remuneration Committeeof the Board had issued and allotted 44213 Equity Shares of the Company to its employeesagainst exercise of equal number of stock options pursuant to Eros Employee Stock OptionScheme 2009 ("EROS ESOP 2009") and 76670 Equity Shares of the Company to itsemployees against exercise of equal number of stock options pursuant to Eros EmployeeStock Option Scheme 2017 ("EROS ESOP 2017"). This resulted in increase in theCompany's Paid up Share Capital to ' 956290230 as on 31 March 2020 as against '955081400 in the previous year.

The disclosures as required under Regulation 14 of SEBI (Share BasedEmployee Benefits) Regulations 2014 read with SEBI Circular No. CIR/CFD/POLICYCELL/2/2015 dated 16 June 2015 is attached to this report as Annexure A hereto andis also available on website of the Company at www.erosstx.com. A certificate from thestatutory auditors certifying that both the schemes viz. EROS ESOP 2009 and EROS ESOP 2017has been implemented in accordance with SEBI (Share Based Employee Benefits) Regulations2014 and in accordance with the resolution(s) passed by the members would be available forinspection by the members.

7. SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31 March 2020 the Company has 11 subsidiaries. There has been nomaterial change in the nature of the business of the Company and its subsidiaries.Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of the Company's subsidiaries and joint venture its performance and financialposition is provided in the prescribed Form AOC-1 attached to this Report as Annexure B.

None of the subsidiary companies except Copsale Limited (a Britishvirgin Island Company) are material subsidiary in terms of Regulation 16(c) of the SEBIListing Regulations (as amended) and in accordance with Company's policy on"Determination of material subsidiaries" which is uploaded on the website ofthe Company at www.erosstx.com.

In accordance with Section 136 of the Act the financial statements ofthe subsidiary companies are available for inspection by the members at the CorporateOffice of the Company during business hours on all days except Saturdays Sundays andpublic holidays between 11:00 A.M. to 1:00 P.M. up to the date of the Annual GeneralMeeting of the Company. Any member desirous of obtaining a copy of the said financialstatements may write to the Company Secretary at the Corporate Office of the Company. Thefinancial statements including the consolidated financial statements financial statementsof subsidiaries and all other documents required to be attached to this report have beenuploaded on the website of the Company at www.erosstx.com.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Act and interms of the Articles of Association of the Company Mr. Kishore Lulla Executive Director(DIN: 02303295) retires by rotation at the ensuing Annual General Meeting and beingeligible has offered himself for re-appointment.

During the year Ms. Jyoti Deshpande Non-Executive NonIndependentDirector of the Company had resigned from the Board of Directors with effect from 28 June2019. The Board places its gratitude for her valuable contributions during her tenure asDirector of the Company.

Mr. Subramaniam Lakshminarayanan Independent Director has tendered hisresignation due to relocation of his residence from the Board and its Committees witheffect from 20 June 2020 and Mr. Rakesh Sood Independent Director has resigned oncompletion of his first term of five years with effect from 6 October 2020. The Boardplaces its gratitude for their valuable contributions during their tenure as IndependentDirectors of the Company.

The Board of Directors at their meeting held on 9 November 2020re-appointed Mr. Sunil Lulla as Executive vice Chairman & Managing Director foranother period of five years commencing from the end of the present tenure i.e. from 28September 2020 till 27 September 2025 and have recommended the proposed re-appointmentfor approval of the shareholders. Your Directors recommend his re-appointment for yourapproval.

Ms. Bindu Saxena was appointed as Non-Executive Additional IndependentDirector on the Board of the Company with effect from 26 September 2019 and Mr. Farokh P.Gandhi was appointed as Executive Additional Director on the Board of the Company witheffect from 9 November 2020 to hold office up to the date of the ensuing Annual GeneralMeeting of the Company. The proposed resolution for appointment of Ms. Bindu Saxena asNon-Executive Independent Director and Mr. Farokh P. Gandhi as Executive Director formspart of the Notice convening Annual General Meeting. Your Board recommends theirappointment.

As per the provisions of the Act Independent Directors have beenappointed for a period of five years and shall not be liable to retire by rotation. Allother Directors except Managing Director are liable to retire by rotation at the AnnualGeneral Meeting of the Company.

The brief details of the Directors proposed to be appointed/re-appointed as required under Secretarial Standard 2 issued by the Institute of CompanySecretaries of India and Regulation 36 of the SEBI Listing Regulations is provided in theNotice convening Annual General Meeting of the Company.

All the Directors of the Company have confirmed that they are notdisqualified to act as Director in terms of Section 164 of the Act.

In compliance with Section 203 of the Act Mr. vijay Thaker wasappointed as vice President - Company Secretary & Compliance Officer and Whole TimeKey Managerial Personnel of the Company w.e.f. 13 August 2019 in place of Mr. AbhishekhKanoi who had resigned at the close of business hours on 12 August 2019.

The Board places on record its appreciation for the valuablecontribution made by Mr. Abhishekh Kanoi during his tenure with the Company.

Further Mr. Pradeep Kumar Dwivedi was appointed as a Chief ExecutiveOfficer of the Company under Section 203 of the Act with effect from 10 February 2020.

As on the date of this Report Mr. Sunil Arjan Lulla ManagingDirector Mr. Farokh P. Gandhi Group Chief Financial Officer (India) Mr. PradeepDwivedi Chief Executive Officer and Mr. vijay Thaker vP-Company Secretary &Compliance Officer are the Key Managerial Personnel of your Company in accordance with theprovisions of Section 2(51) read with Section 203 of the Act.

Declaration of Independence by Independent Directors & adherence tothe Company's Code of Conduct for Independent Directors

All the Independent Directors of the Company have submitted theirdisclosure to the effect that they fulfill all the requirements/ criteria of independenceas per Section 149(6) of the Act and SEBI Listing Regulations and they have registeredtheir names in the Independent Directors' Databank. Further all the Independent Directorshave affirmed that they have adhered and complied with the Company's Code of Conduct forIndependent Directors which is framed in accordance with Schedule Iv of the Act.

Board Meetings conducted during the Year

The Board met four (4) times during the financial year under reviewthe details of which are given in the Corporate Governance Report that forms part of thisReport. The intervening gap between any two meetings of the Board was not more than onehundred and twenty (120) days as stipulated under the Act and SEBI Listing Regulations.

Constitution of various Committees

The Board of Directors of the Company has constituted followingCommittees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate Social Responsibility Committee

e. Management Committee

Details of each of the Committees stating their respective compositionterms of reference and others are uploaded on our website at www.erosstx.com and arestated in brief in the Corporate Governance Report attached to and forming part of thisReport.

Annual Evaluation of Board its Committees and Individual Directors

The Company has devised a Policy for performance evaluation of theBoard its Committees and other individual Directors (including Independent Directors)which includes criteria for Performance Evaluation of the Non-Executive Directors andExecutive Directors. The evaluation process inter alia considers attendance of Directorsat Board and Committee Meetings acquaintance with business communicating inter se BoardMembers effective participation domain knowledge compliance with code of conductvision and strategy benchmarks established by global peers etc. which is in compliancewith applicable laws regulations and guidelines.

The Board carried out annual evaluation of the performance of theBoard its Committees and Individual Directors and Chairman. The Chairman of therespective Board Committees shared the report on evaluation with the respective CommitteeMembers. The performance of each Committee was evaluated by the Board based on report onevaluation received from respective Board Committees. The reports on performanceevaluation of the individual Directors were reviewed by the Chairman of the Board.

Familiarization Programme for Independent Directors

Familiarization Programme for Independent Directors is mentioned atlength in Corporate Governance Report attached to this Report and the details of the samehave also been disclosed on the website of the Company at www.erosstx.com.

Policy on appointment and remuneration and other details of directors

The remuneration paid to the Directors is in line with the Nominationand Remuneration Policy formulated in accordance with Section 178 of the Act andRegulation 19 of the SEBI Listing Regulations (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).

The Company's policy on directors' appointment and remuneration andother matters as provided in Section 178(3) of the Act has been disclosed in the CorporateGovernance Report which forms part of this Report.

A detailed statement of disclosure required to be made in accordancewith the Nomination and Remuneration Policy of the Company disclosures as per the Act andapplicable Rules thereto is attached to this Report as Annexure C hereto and formspart of this Report.

9. AUDITORS & AUDITORS' REPORT

Chaturvedi & Shah LLP (Firm Registration No. 101720W/W100355) wereappointed as Statutory Auditors of the Company at the 23rd Annual GeneralMeeting of the Company held on 28 September 2017 for the term of Five (5) years i.e. fromthe conclusion of 23rd Annual General Meeting until the conclusion of 28thAnnual General Meeting to be held in the year 2022. They have confirmed that they are notdisqualified from continuing as Auditors of the Company.

Auditors' Report

There are no qualifications adverse remarks reservations ordisclaimer made by Chaturvedi & Shah LLP Statutory Auditors in their report for thefinancial year ended 31 March 2020. The notes to the Accounts referred to in the Auditor'sReport are self-explanatory and therefore do not call for any further explanation andcomments.

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

10. SECRETARIAL AUDITORS' AND ITS REPORT

Pursuant to the provisions of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhas appointed S.G & Associates a firm of Company Secretaries in Practice to undertakethe Secretarial Audit of the Company for the financial year 2019-20. The Secretarial AuditReport for the financial year ended 31 March 2020 in the prescribed Form MR - 3 isattached to this Report as Annexure D which is self-explanatory.

The Secretarial Audit Report contain following observation:

The Company had submitted voting results of the Annual General Meetingwith a delay of three (3) hours than the Statutory Period of 48 hours from the Conclusionof the meeting.

Management Reply:

Due to some technical issues the voting results of the Annual GeneralMeeting could be not uploaded within the Statutory Period of 48 hours from the Conclusionof the meeting.

11. PARTICULARS OF EMPLOYEES

The requisite disclosures in terms of the provisions of Section 197 ofthe Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 along with statement showing names and other particulars ofemployees drawing remuneration in excess of the limits prescribed under the said Rules isattached to this Report as Annexure E.

12. LOANS GUARANTEES OR INVESTMENTS

Particulars of loans given investments made or guarantees given orsecurity provided by the Company as required under Section 186(4) of the Act and the SEBIListing Regulations are contained in Notes to the Standalone Financial Statements of theCompany forming part of this Annual Report.

13. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI Listing Regulationsyour Company has formulated policy on Related Party Transactions duly approved by theBoard which is also available on the Company's website at www.erosstx.com. The Policyintends to ensure that proper reporting approval and disclosure processes are in placefor all transactions between the Company and Related Parties.

All contracts/arrangements/transactions entered by the Company duringthe financial year with related parties were on an arm's length basis in the ordinarycourse of business and in compliance with the applicable provisions of the Act and SEBIListing Regulations. Prior omnibus approval had been obtained for the transaction whichare foreseeable and repetitive in nature and such transactions are reported on a quarterlybasis for review by the Audit Committee as well as the Board.

Pursuant to Section 134 of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014 the particulars of contracts/ arrangements/transactions enteredinto with related parties during the financial year 2019-20 in terms of Section 188(1) ofthe Act and applicable Rules made thereunder in the prescribed Form AOC-2 is attached tothis Report as Annexure F.

All other contracts/arrangements/transactions with related parties arein the usual course of business and at arm's length basis and stated in Notes to Accountsto the Financial Statements of the Company forming part of this Annual Report.

14. WHISTLE BLOWER / VIGIL MECHANISM

Your Company promotes ethical behavior in all its business activitiesand your Company has adopted a Policy on vigil Mechanism and Whistle Blower in terms ofSection 177(9) and Section 177(10) of the Act and Regulation 22 of the SEBI ListingRegulations for receiving and redressing complaints from employees directors and otherstakeholders to report concerns about unethical behaviour actual or suspected fraud.

The Policy is appropriately communicated within the Company across alllevels and has been displayed on the Company's intranet for its employees and website atwww.erosstx.com for stakeholders.

Protected disclosures are made by a whistle blower in writing to theOmbudsman on Email ID at whistleblower@erosintl.com and under the said mechanism noperson has been denied direct access to the Chairperson of the Audit Committee. The AuditCommittee and Stakeholders Relationship Committee periodically reviews the functioning ofthis Mechanism.

15. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT ATWORKPLACE

The Company has formulated a Policy on Prevention of Sexual Harassmentat Workplace in accordance with the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. All employees (permanentcontractual temporary trainees) are covered under the Policy. Further the Company hasconstituted an Internal Complaints Committee where employees can register theircomplaints against sexual harassment.

16. EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return in the prescribed Form MGT-9 as requiredunder Section 92(3) of the Act read with Companies (Management & Administration)Rules 2014 is placed on the website of the Company at www.erosstx.com and is set out in AnnexureG to this Report.

17. INSURANCE

All the insurable interests of your Company including propertiesequipment stocks etc. are adequately insured.

18. DEPOSITS

Your Company has not accepted any deposit from public under Chapter vof the Act.

19. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained in terms of Section 134 of the Act your Directorsconfirms that:

a. in the preparation of the annual accounts for the financial yearended 31 March 2020 the applicable Accounting Standards

read with the requirements set out under Schedule III to the Act havebeen followed and there are no material departures from the same;

b. such accounting policies have been selected and applied consistentlyand judgments and estimates made that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31 March 2020 and of the loss ofthe Company for the year ended on that date;

c. proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 suchinternal financial controls are adequate and are operating effectively; and

f. proper systems have been devised to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN Exchange

Your Company is into the business of production acquisitionsmarketing and distributions of cinematograph films. Since this business does not involveany manufacturing activity the Information required to be provided under Section134(3)(m) of the Act read with the Companies (Accounts) Rules 2014 are not applicable tothe Company. However the Company has been continuously and extensively using technologyin its business operations.

The particulars of foreign currency earnings and outgo are as under:

Particulars Year ended 31 March 2020 Year ended 31 March 2019
Expenditure in foreign currency 216 520
Earnings in foreign currency 55673 16526

21. internal financial controls

Your Company maintains adequate and effective internal control systemswhich commensurate with the nature size and complexity of its business and ensure orderlyand efficient conduct of the business. The internal control systems of the Company areroutinely tested and verified by Internal Auditors and significant audit observations andfollow-up actions are reported to the Audit Committee. The Audit Committee reviews theadequacy and effectiveness of the Company's internal control requirement and monitors theimplementation of audit recommendations.

22. CORPORATE GOVERNANCE

Your Company has been practicing the principles of good CorporateGovernance over the years and it is a continuous and ongoing process. A detailed Report onCorporate Governance practices followed by your Company in terms of the SEBI ListingRegulations together with a Certificate from the Secretarial Auditor confirming compliancewith the conditions of Corporate Governance are provided separately in this Annual Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and Schedule v of the SEBI ListingRegulations Management Discussion and Analysis Report is presented in separate sectionsforming part of this Annual Report.

25. CORPORATE SOCIAL RESPONSIBILTY

The disclosures on Corporate Social Responsibility activities asrequired under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules2014 are reported in Annexure H forming part of this Report and is also availableon the website of the Company at www.erosstx.com.

24. RISK MANAGEMENT

The Audit Committee of the Board has been vested with powers andfunctions relating to Risk Management which inter alia includes (a) review of riskmanagement policies and business processes to ensure that the business processes adoptedand transactions entered into by the Company are designed to identify and mitigatepotential risk; (b) laying down procedures relating to Risk assessment and minimization.

The objective of the risk management framework is to enable and supportachievement of business objectives through risk intelligent assessment while also placingsignificant focus on constantly identifying and mitigating risks within the business.Further details on the Company's risk management framework is provided in the ManagementDiscussion and Analysis report.

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and till the date of thisReport.

26. details of significant/material orders passed by

THE REGULATORS / COURTS

There have been no significant and material orders passed by theRegulators or Courts or Tribunals impacting the going concern status and Company'soperations in future.

27. OTHER DISCLOSURES

• During the year under review the Company has not accepted anydeposit within the meaning of Sections 73 and 74 of the Act read with the Companies(Acceptance of Deposits) Rules 201 4 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force);

• Your Company has complied with the provisions of all applicableSecretarial Standards issued by the Institute of Company Secretaries of India on Meetingof Board of Directors [SS-1] and General Meetings [SS-2];

• The Company has not issued equity shares with differentialrights as to dividend voting or otherwise.

28. ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to express their sincereappreciation for support and co-operation from the Banks Financial Institutions Membersvendors Customers and all other business associates.

Your Directors sincerely appreciate the high degree of professionalismcommitment and dedication displayed by the employees at all levels. Your Directors alsowish to place on record their gratitude to all the stakeholders for their continuedsupport and confidence.

For and on behalf of the Board of Directors

Sunil Arjan Lulla Sunil Srivastav
Executive Vice Chairman Non-Executive
& Managing Director Independent Director
DIN: 00243191 DIN: 00237561
Place: Mumbai
Date: 9 November 2020

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