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Pritish Nandy Communications Ltd.

BSE: 532387 Sector: Media
NSE: PNC ISIN Code: INE392B01011
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VOLUME 1880
52-Week high 75.00
52-Week low 30.00
P/E
Mkt Cap.(Rs cr) 62
Buy Price 42.95
Buy Qty 49.00
Sell Price 43.20
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OPEN 43.70
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VOLUME 1880
52-Week high 75.00
52-Week low 30.00
P/E
Mkt Cap.(Rs cr) 62
Buy Price 42.95
Buy Qty 49.00
Sell Price 43.20
Sell Qty 15.00

Pritish Nandy Communications Ltd. (PNC) - Director Report

Company director report

PRITISH NANDY COMMUNICATIONS LTD

THE 28TH ANNUAL REPORT AND ACCOUNTS 2021

To

The Members

Pritish Nandy Communications Limited

Your Directors present the 28th Annual Report on the business and operationsof the Company together with the audited financial accounts for the financial year endedMarch 31 2021.

FINANCIAL HIGHLIGHTS

Total income for this year was ' 774.96 lakh as compared to ' 2728.27 lakh for theearlier year. The Company made a loss of ' 570.14 lakh before tax as compared to a profitof ' 66.04 lakh before tax in the preceding year.

In ' lakh

Particulars

Standalone

Year ended March 31 2021 Year ended March 31 2020
Income from operations 774.96 2728.27
Other income 84.28 69.39
Total turnover 859.24 2797.66
Total expenditure 1429.38 2731.62
Profit/ (loss) before exceptional and extraordinary items and tax (570.14) 66.04
Current tax 0.00 14.50
Profit/ (loss) after current tax (570.14) 51.54
Deferred tax (34.62) (12.68)
Short/ (excess) provision for tax (earlier year) (0.96) (23.87)
Profit/ (loss) after tax (534.56) 88.09
Dividend (%) 0 0
Transfer to reserves 0 0
Balance in statement of profit and loss (638.33) (106.87)
Paid up capital 1446.70 1446.70
Earnings per share (3.70) 0.61
Book value per share 53.57 57.24

PRESENT ECONOMIC SITUATION AND PERFORMANCE OF THE COMPANY

The year under review has been a difficult period for most businesses not just inIndia but across the world. The Covid-19 pandemic has been unrelenting in its spread andthe frequent lockdowns announced by both the Union and State governments have severelyimpacted your Company's functioning. Offices were shut for almost the entire year and thefilming of content which is our primary business was not possible under the strictrestrictions imposed by the lockdowns

There was a brief gap between the first and the second wave of the pandemic and it wasduring this gap that your Company was able to seize the opportunity to make a short filmcalled Rat-a-Tat for an Amazon Prime Video anthology called Unpaused. The film attractedcritical acclaim. No other filming was possible during the entire year barring 11 days offilming in March 2021 of the third season of Four More Shots Please. This was the showthat your Company was about to commence filming when the first lockdown was announced. Itis a show widely acclaimed as Amazon Prime Video's most watched show out of India. We areyet to recommence its filming since the current lockdown regulations are not conducive toviable production activity.

Having said this it is important to point out that during this year the consumption ofcontent—the kind of content that your Company makes and is reputed for —hasgrown substantially. The streaming platforms have enlarged their viewership manifoldduring the pandemic at the expense of movie theatres which perforce had to shut downduring most of the year and there is a general recognition (worldwide in fact) that theimmediate future of the content business lies with these streaming platforms.

Your Company's show Four More Shots Please for instance found release in 200countries and territories and its very first season received the highest accolade in thecontent business by getting a prestigious international Emmy nomination.

Despite the inability to produce content your Company has successfully used the yearto create write and pitch to our clients multiple shows and feature films which it willtake to production as soon as the pandemic eases and regulations allow us to film underviable and safe conditions. The enormous growth in the consumption of streamed contentduring the year under review has also empowered us to make more shows and feature filmsthat meet the expectations of young audiences the largest consuming group in thedemographics of entertainment viewers.

We are also noticing wide global interest in content emerging from India. The way thisis growing India may soon emerge as an important source of global content. Ourfamiliarity with the English language our cost structure our creative and technicaltalent and the latest innovations in production and post-production technology give us anadvantage as far as global content is concerned. At the same time regional platforms arealso emerging stronger and attracting large viewership in different languages. So are themany pan-India platforms. Creating a substantial demand for both international qualitycontent for the world as well as low cost high impact content for local consumption. Thisis the best thing that could have happened to the digital content business. The pandemicwhich has lost us many months of productivity has also helped to enhance the market forhome entertainment thus enlarging the scope of the business your Company is in.

Conversations on and reviews of our shows on global news media and social engagementsites have brought inquiries for our content from across the world. Many of our olderfilms are now streaming across the globe on multiple OTT platforms giving them a newlife a new audience. We expect this to grow further and we are discussing several newshows and films with clients across the world.

Our shows are largely imagined created and developed in-house. Outside talent is thenrecruited to direct and produce them under your Company's creative supervision. This makesyour Company the amazing creative hot shop that we set out to be 28 years ago and todaywe take pride not only in the sustainable model of business that we have created in thecontent industry but also in the talent we have built up over the years to produce andexecute our own creative projects.

The Company also continues to remain engaged in the development and production offeature film content. But again mainly for OTT platforms.

Thus despite all the limitations imposed on your Company's business by the pandemicthe year has not gone entirely in vain. In fact your Company stands stronger more futureready.

The sharp fall in revenue over the year is owing to the fact that your Company wasunable to film during the year because of the lockdowns. But creating writing anddevelopment work continued in full steam throughout the year. This will eventuallytranslate into production in coming months and years. The loss this year was also becauseof the write off of ' 3.39 crore owing to the settlement of a two decade old dispute withPrasar Bharati over the encashment of a PNC bank guarantee of ' 7.505 crore which wentinto arbitration.

The Company's filmed content library continues to defy its existing life cycle and isnow widely streaming across many OTT platforms including Netflix Amazon Disney+HotstarJio Sony Liv Eros Now MX Player and BSNL-Lokdhun. Renewals are happening from time totime asserting your Company's conviction that good content never goes out of fashion. Itslife cycle keeps increasing over the years. Our feature films are also available on thesatellite platform of the Star TV Network.

Your Company has made a detailed assessment of the impact of the ongoing pandemic onits business and cash flows. As this is an unanticipated global event our options arelimited and we will have to depend on factors beyond our control to return to normalcy. Aswe speak the government and reputed epidemiologists have issued a warning that a thirdwave could be imminent.

It is therefore difficult to predict when the pandemic will ease and the lockdownslift. What the new normal will be is also anybody's guess. Your Company is working on theassumption that the setback caused to its business because of the pandemic will be onlytemporary and we can return to production in the current financial year itself. TheCompany does not anticipate material medium to long term risks to its business prospects.But it all depends on how long it takes the world to tame the pandemic. A global businessdepends on global stability.

Your Company did not remove any payroll staff during the pandemic. It introducedinstead temporary pay cuts and negotiated reduced rents for its office and productionstores. The production office is temporarily shut down. Measures have been taken topreserve the Company's resources and cut overhead costs to bring down cash burn. It ishowever quite possible that your Company may face a cash crunch if the commencement offilming gets delayed indefinitely. However in the view of the management the ability ofyour Company to continue as a going concern remains unaffected as on date.

As mentioned earlier we follow a Safety-First protocol to ensure the wellbeing of ourstaff and the cast and crew of our shows. A considerable amount of effort has been putinto making sure that none of our employees have been put to risk during this period. Thefilming of the anthology short was done under carefully drawn-out safety protocolsfollowing guidelines prescribed by the government and the industry. The same will bestrictly followed when we get back to production.

DIVIDEND

To conserve cash resources your Directors do not recommend any dividend for this year.

LISTING WITH THE STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the Bombay StockExchange Ltd (BSE) and National Stock Exchange of India Ltd (NSE). The listing feespayable to both the stock exchanges for the year 2021-22 have been paid.

TRANSFER TO RESERVES

Your Company has not transferred any amount to the general reserve.

DEPOSIT FROM PUBLIC

The Company has not accepted any deposits within the meaning of Sections 73 74 and 76of the Companies Act 2013 (the Act) and the rules framed thereunder.

SUBSIDIARIES

The Company has two subsidiaries: PNC Digital Ltd and PNC Wellness Ltd. There are noassociate companies within the meaning of Section 2(6) of the Act. There has been nomaterial change in the nature of the business of its subsidiaries.

Pursuant to Section 129(3) of the Act in addition to the financial statements providedunder Section 129(2) of the Act consolidated financial statements of the Company and itssubsidiaries in the same form and manner as that of its own shall also be laid before theAnnual General Meeting (AGM) of the Company. A statement containing salient features ofthe financial statements of the Company's subsidiaries in Form AOC-1 is appended asAnnexure 1.

Pursuant to the provisions of Section 136 of the Act the financial statements andconsolidated financial statements of the Company along with relevant documents andseparate audited accounts in respect of its subsidiaries are available on the Company'swebsite.

PNC Digital Limited

The principal business of this subsidiary is sourcing content for digital streamingsetting up delivery systems for digital streaming and running the business of contentaggregation as well as any other technology business using the internet as its primarydelivery platform. Net enabled platforms for distributing and exploiting media andentertainment content have emerged as the most powerful means of delivery and the fastestgrowing. Single screen cinema halls have been downing shutters over the past decade whilemultiplexes have been severely compromised by the lockdown and no one quite knows whenthey will return to business as usual. This subsidiary explores new opportunities that mayemerge in the streaming business by leveraging the goodwill and stature of the PNC brand.One of its roles can be that of an intermediary providing distribution services to contentmakers who are struggling to shift from traditional media to digital where our Companybelieves the future lies.

PNC Wellness Limited

This subsidiary operates in the wellness business segment which it pioneered in Indiawhen it opened Moksh: The Wellness Place in Mumbai. After a decade of pioneering activitywith rentals increasing and the wellness business like many others shifting to digitalplatforms Moksh was shut down. The subsidiary however continues intending to use thebrand's goodwill and reputation to build a digital opportunity at an appropriate time. Ithas designed several yoga brands that is hopes to commercialize. Considering there was norevenue generation during the year under review the Company has made further provisionfor diminution in values of its investments by 175 th of its book value andwith this the value of investments in this subsidiary has been fully provided for.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the Board of Directors to the best of theirknowledge and ability confirm that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at

the end of the financial year and of the profit of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

e. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls were adequate and operating effectively;

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

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during FY 2020-21.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and articles of associations of theCompany Pallab Bhattacharya Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for reappointment. A resolutionseeking shareholders' approval for his re-appointment forms part of the notice.

After the unfortunate demise of Udayan Bose Independent Director on January 7 2021the Company appointed Sunil Alagh and Karan Ahluwalia both Independent Directors onApril 6 2021. The Company has also received a request from Hema Malini to relieve hersince the pandemic had increased the work load in her constituency as a member ofParliament.

COMPLIANCE ON CRITERIA OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent Director underSection 149(7) of the Act that he/ she meets the criteria of independence laid down inSection 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

During the year except for the sitting fees the independent Directors of the Companyhad no other pecuniary relationship or transactions with the Company.

PARTICULARS OF EMPLOYEES

This disclosure required to be furnished pursuant to Section 197(12) of the Act readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is appended as Annexure II. BOARD MEETINGS HELD DURING THE YEAR

As required under the Act and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the year four meetings of the Board of Directors were held andone meeting of independent Directors was held. The details of the meetings of the Boardare furnished in the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors including independent Directors pursuant to theprovisions of the Act and the Corporate Governance requirements as prescribed by theSecurities and Exchange Board of India (SEBI) and the SEBI Listing Regulations.

Further the independent Directors at their exclusive meeting held during the year onMarch 25 2021 reviewed the performance of the Board its Chairman and Non-ExecutiveDirectors and other items as stipulated under the SEBI Listing Regulations.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANYFROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF REPORT

There has been no material change and commitment affecting the financial performanceof the Company occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of this report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of this Directors' report.

AUDITORS Statutory Auditors

BD Jokhakar & Co. Chartered Accountants (FRN 104345W) were appointed as StatutoryAuditors of the Company for a period of four consecutive years at the Annual GeneralMeeting (AGM) of the Members held on September 24 2018 on a remuneration mutually agreedupon by the Board of Directors and the Statutory Auditors. Pursuant to the amendments madeto Section 139 of the Companies Act 2013 by the Companies (Amendment) Act 2017 effectivefrom May 7 2018 the requirement of seeking ratification of the Members for theappointment of the Statutory Auditors has been withdrawn from the Statute. Hence theresolution seeking ratification of the Members for continuance of their appointment at theensuing AGM is not being sought.

There is no audit qualification reservation or adverse remark for the year underreview.

AUDITORS' REPORT

The Auditors' Report does not contain any qualifications reservations or adverseremarks.

In the Emphasis of Matter paragraph the auditors have stated:

"We draw attention to note 36(a) on the standalone financial statements whichrelates to diminution of investment in wholly owned subsidiary company "PNC WellnessLtd." which is now fully provided for.

We further draw attention to note 36(b) on the standalone financial statements whichrelates to investment in subsidiary company "PNC Digital Ltd.". The investmentin this subsidiary stands at ' 70.20 lakh whereas the net worth of the subsidiary is '14.79 lakh as at March 31 2021. The Company has agreed to provide its films to thisSubsidiary Company to explore revenue opportunities on the digital platform and exploit itto its commercial advantage. In view of the fact that this subsidiary has unfetteredaccess to the film content of the Holding company and requires no additional substantivecapital deployment to generate revenue no provision for diminution in value ofinvestment which is considered temporary has been made in the accounts.

We further draw attention to note 38(a) on the standalone financial statements whichdescribe the facts related to the legal proceedings initiated by the Company for therecovery of an advance of '150 lakh. The management considers the same as good and fullyrecoverable. The legal opinion obtained by the Company supports this. We have relied onthe opinion and consequently the Company has not made provision of any amount thereagainst.

We further draw attention to note 38(b) on the standalone financial statements whichdescribes that the Company has received an award of ' 352 lakh plus interest of ' 35 lakhsreceived by the Company in its favour in the arbitration case filed against White FeatherFilms (Proprietor Sanjay Gupta). White Feather Films has gone in appeal against the abovesaid award. The court has directed the proprietor not to dispose off/create any thirdparty rights on his properties which are valued at ' 1200 lakh. Proceedings are ongoingand in view of the same outstanding of ' 317.53 lakh is considered as fully recoverableand consequently there is no provision made of any amount there against.

We further draw attention to note 40(a) on the standalone financial statements whichdescribes change in accounting estimates in respect of cost of content and amortizationthereof. Consequent to the change in the aforesaid accounting estimate the Company haswritten off an amount of ' 76.39 lakh for the year 2020-21 as per revised accountingestimates instead of '143.75 lakh as per the earlier accounting estimates. In the opinionof the management the impact on future periods is impracticable to estimate at thisstage.

We further draw attention to note 46 to the standalone financial statements whichdescribes the impact of COVID-19 pandemic on the operations of the Company.

Our opinion is not modified in respect of the above matters."

Your Directors confirm that the matters referred to in the segment relation to Emphasisof Matter by the independent auditors in their report have been clarified in Notes 36(a)36(b) 38(a) 38(b) and 46 on the financial statements forming part of the Balance Sheetand Statement of Profit and Loss and are self-explanatory and reproduced below.

Note - 36 (a)

PNC Wellness Limited

The Company has Nil investment (PY ' 58.20 lakh) in equity shares of wholly ownedsubsidiary viz PNC Wellness Ltd. The net worth of this subsidiary is ' 32.44 lakh as onMarch 312021. There was no revenue generation by this subsidiary during the year underreview. This Subsidiary which owns several wellness brands like Moksh and sub brands likePower Yoga Passion Yoga Cool Yoga Couple Yoga etc. is exploring avenues tocommercialise its aforesaid brands. This subsidiary is in the process of realigning itsbusiness by making efforts to commercialise and lease its various brands throughcollaborative arrangements with other parties. The Company is facilitating and supportingthe revival of this subsidiary's business. Considering that there was no revenuegeneration during the year under review the management has made provision for diminutionin value of investment in this subsidiary by 1/5th of its book and with thisthe diminution in value of investments in this subsidiary has been fully provided for.

Note - 36 (b)

PNC Digital Limited

The Company has an investment of ' 70.20 lakh (PY ' 70.20 lakh) in equity shares ofsubsidiary viz PNC Digital Limited. The net worth of this subsidiary is ' 14.79 lakh as onMarch 31 2021. The Company has agreed to provide its films to this subsidiary Company toexplore revenue opportunities on the digital platform and exploit it to its commercialadvantage but this subsidiary Company was not able to generate income from its operationalactivities in the year gone by. This subsidiary will continue its efforts. In view of thefact that this subsidiary has unfettered access to the film content of the holding companyand requires no additional substantive capital deployment to generate revenue noprovision for diminution in value of investment which is considered temporary has beenmade in the accounts. This Company will leverage its market standing to facilitate othersmaller production houses to gain access to large digital content distributors tofacilitate them getting better prices and commercial terms for their content.

Note - 38(a)

The legal proceedings initiated by the Company for the recovery of an advance of ' 150lakh which was given against the Music Asian and Indian Satellite rights of a film wherethe Company has lien over the exploitation of the said rights. The management of theCompany considers the same as good and fully recoverable. Legal opinion obtained by theCompany supports this. Auditors have relied on the opinion and consequently no provisionhas been made in the accounts at this stage.

Note - 38(b)

The Company had received an award of ' 3.52 crore plus interest of ' 35 lakh in itsfavour in the arbitration filed against White Feather Films (Proprietor Sanjay Gupta).White Feather Films has gone in appeal against the award and was directed to deposit anamount of ' 3 crore by the Bombay High Court which they failed to do. The Company filed apetition for execution of the arbitration award. The Bombay High Court has restrainedSanjay Gupta from disposing of encumbering alienating transferring parting withpossession of or creating any third party rights or interest in his three properties inPune and Khandala valued at ' 12 crore. The advance of ' 3.17 crore is thereforeconsidered as fully recoverable

Note - 40(a)

During the year Company has reviewed its accounting estimate in respect of cost ofcontent and amortization.

The Company has revised the accounting estimate and taken the useful life of itsaudio-visual entertainment content as 40 years considering the following:

i. The economic useful life of content post digitisation.

ii. New avenues of content exploitation with the emergence of new technologies.

iii. Long tail realisations from the library of produced content.

iv. Increased reach of Indian content in new and existing global markets.

v. Increased scope of content exploitation in many new ways and languages as well asthrough multiple exploitation of content IPRs.

vi. The continuing exploitation of the PNC library on existing platforms.

News-based content as well as content being produced currently for internationalstreaming platforms on commissioned basis will continue to be 100% written off onexploitation as per the current practice. This is today the bulk of our content business.The revision applies only to our library of released movies.

Consequent to the change in the accounting estimate the Company has written off '76.39 lakh for the year 2020-21 as per the revised accounting estimates instead of '143.75 lakh as per the earlier accounting estimates. The impact on future earning isimpracticable to estimate at this stage.

Note - 46

Due to restrictions imposed by the Union and State Governments for the ongoing Covid-19pandemic after commencing shoot in March 2021 the Company had to hold back the scheduledshoot in April 2021 of Season 3 of Four More Shots Please. The Company will be ready tostart work on this show when normal life and work resumes and it is possible to commencefilming safely with cast and crew. Meanwhile work on the writing of other showscontinues. This is one of the most important aspects of our production business and wehope to stay ready with what we have in hand. The Company has made a detailed assessmentof the impact of the pandemic on its business and cash flows. It being an unanticipatedglobal event our options are limited and we will require some more time to return tonormalcy and what that new normal will be is a matter of intense international debate. TheCompany is working on the assumption that the setback caused to its business because ofthe pandemic will be only temporary and we can return to the floors in the currentfinancial year itself. The Company does not anticipate material medium to long term risksto its business prospects. In fact it appears from global reports that the business ofour clients the streaming networks has actually increased during the lockdown asmillions of viewers have shifted to online entertainment as theatres remain closed both inIndia as well as in many parts of the world. The Company did not remove any payroll staffduring the pandemic. It introduced instead as preventive measures temporary pay cutsfor staff and negotiated reduced rents for its office and production stores. Theproduction office has been temporarily shut down. Measures have been taken to preserve itsavailable resources and cut overhead costs to bring down cash burn. It is however quitepossible that your Company may face a cash crunch if the commencement of filming getsdelayed indefinitely. However in the view of the management the ability of your Companyand constituents of the group to continue as a going concern remains unaffected as ondate.

SECRETARIAL AUDITORS' REPORT

VN Deodhar & Company practicing Company Secretaries was appointed to conduct theSecretarial Audit of the Company for the fiscal year 2021 as required under Section 204of the Act and rules thereunder.

The Secretarial Auditors' Report is given as Annexure III which forms part of thisreport. The Secretarial Auditors' report states that during the period under review theCompany has complied with the provisions of the Act Rules Regulations GuidelinesStandards etc. mentioned therein.

MANAGEMENT DISCUSSIONS AND ANALYSIS

A detailed report on Management Discussion and Analysis is enclosed with this report.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function iswell defined in the organization. To maintain its objectivity and independence theInternal Auditor submits his report to the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of the internalcontrol system of the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the report of the Internal Auditorofficers undertake corrective action in their respective areas and thereby strengthencontrol. Significant audit observations and corrective actions suggested are presented tothe Audit Committee of the Board.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy pursuant to the provisions of Section134 of the Act which enables identification and evaluation of business risks andopportunities. This policy seeks to create transparency minimize adverse impacts onbusiness objectives and enhance the Company's competitive advantage. The Company hasconstituted a Business Process and Risk Management Committee to monitor the risks andtheir mitigating actions continuously.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE ACT Theparticulars of loans guarantees and investments have been disclosed in the financialstatements.

TRANSACTIONS WITH RELATED PARTIES

All Related Party Transactions entered into during the financial year were on an arm'slength basis and in the ordinary course of business. Details of Related Party Transactionsare disclosed in note 34 of the Audited Financial Statements of the Company.

EXTRACT OF ANNUAL RETURN

Under Section 92(3) of the Act the extract of annual return is given in Annexure IV inthe prescribed form MGT-9 which forms part of the report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘POSH Act') and Rules made thereunder yourCompany has constituted an Internal Complaints Committee (ICC). While maintaining thehighest governance norms the Company has within the ICC appointed an externalindependent person who has worked in this area and has the requisite experience inhandling such matters.

During the year no complaint of sexual harassment was received by the Company. Tobuild awareness in this area the Company has been conducting induction and refresherprograms in the organization on a continuous basis. REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/ or Board under Section 143(12) ofAct and Rules framed thereunder.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company's CSR policy is aimed at demonstrating care for the community through itsfocus on education skill development health wellness and research on content.

Further in accordance with the provisions of Section 135 of the Act and rules framedthereunder the Company has adopted and constituted a CSR Committee of Directorscomprising of the following:

1. Sunil Alagh Chairman

2. Karan Ahluwalia

3. Pallab Bhattacharya

The detailed policy and constitution of the committee is available on the Company'swebsite.

No CSR provision is applicable for the financial year ended on March 31 2021 as theaverage net profit of the Company for the last three financial years is inadequate.

However the Company has put in place a policy that ensures all excess and unconsumedfood for unit people including cast and crew during production shoots are immediatelygiven away to the NGO Feeding India for urgent distribution to the needy and hungry.

DISCLOSURE REQUIREMENT

As per SEBI Listing Regulations Corporate Governance Report with auditors' certificatethereon and Management Discussion and Analysis are attached which form part of thisreport.

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

Details of the familiarization programs of the independent Directors are available onthe website of the Company.

Policy for determining material subsidiaries of the Company is available on the websiteof the Company.

Policy on dealing with related party transactions is available on the website of theCompany.

Policy on fair disclosure and code of conduct required to be set out by the Companyunder SEBI (PIT) Regulations 2015 which is available on the website of the Company.

The website of the Company is www.pritishnandycom.com.

The Company has formulated and published a Whistle Blower Policy to provide vigilmechanism for employees including Directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of Section 177(9) of the Act andthe SEBI Listing Regulations with stock exchanges.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As per Section 134(3) (m) of the Act the particulars of Energy Conservation Researchand Development and Technology Absorption are not applicable to your Company.

Foreign Exchange Earnings and Outgo during the year are given in Annexure V which formspart of the report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There are no amounts which remained unclaimed and unpaid for a period of 7 years fromthe date of declaration of dividend.

ACKNOWLEDGEMENT

The Board thanks all stakeholders in the Company clients bankers and financialinstitutions for their continued support during the year. It also wishes to record itsappreciation of the efforts put in by all staff and associates of the Company.

For and on behalf of the Board of Directors

Mumbai June 30 2021 Pallab Bhattacharya Wholetime Director and CEO DIN: 00008277 Raghu Palat Director DIN: 00311994

.