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Pritish Nandy Communications Ltd.

BSE: 532387 Sector: Media
NSE: PNC ISIN Code: INE392B01011
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OPEN 18.80
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VOLUME 505
52-Week high 22.50
52-Week low 11.60
P/E 25.75
Mkt Cap.(Rs cr) 27
Buy Price 18.80
Buy Qty 5.00
Sell Price 19.90
Sell Qty 51.00
OPEN 18.80
CLOSE 18.80
VOLUME 505
52-Week high 22.50
52-Week low 11.60
P/E 25.75
Mkt Cap.(Rs cr) 27
Buy Price 18.80
Buy Qty 5.00
Sell Price 19.90
Sell Qty 51.00

Pritish Nandy Communications Ltd. (PNC) - Director Report

Company director report

PRITISH NANDY COMMUNICATIONS LTD

THE 25TH ANNUAL REPORT AND ACCOUNTS 2018

To

The Members

Pritish Nandy Communications Limited

Your Directors have the pleasure of presenting the 25th Annual Report on the Company'sbusiness and operations together with audited financial statements for the financial yearended March 31 2018.

FINANCIAL HIGHLIGHTS

Total income for this year was Rs.2005.21 lakh as compared to Rs.478.17 lakh for theearlier year. The Company made a profit of Rs.157.59 lakh before tax as compared to a lossof Rs.155.34 lakh before tax in the preceding year. Profit after deferred tax is Rs.210.33lakh.

Rs.in lakh

Particulars

Standalone

Year ended March 31 2018 Year ended March 31 2017
Income from operations 1955.54 221.79
Other income 49.67 256.38
Total income 2005.21 478.17
Total expenditure 1847.62 633.51
Profit/ (loss) before exceptional and extra ordinary items and tax 157.59 (155.34)
Current tax 20.00 0.19
Profit/ (loss) after current tax 137.59 (155.53)
Deferred tax (72.74) (18.16)
Profit/ (loss) after deferred tax 210.33 (137.37)
Dividend (%) 0 0
Transfer to reserves 0 0
Balance in statement of profit and loss (280.00) (488.03)
Paid up capital 1446.70 1446.70
Earnings per share (?) 1.45 (0.95)
Book value per share (?) 56.04 54.60

PRESENT ECONOMIC SITUATION AND PERFORMANCE OF THE COMPANY

A positive and upward trend in the media and entertainment sector and the increasingdemand for content-filmed entertainment and serialized television and streaming shows-provides opportunities to your Company to grow its business. Your Company is well alignedwith the audience's new content preferences and is clearly focussed on what appeals toyounger viewers who are today's the largest consumers of content across differentplatforms.

As digital OTT platforms battle for mindshare of new age audiences content makers likeyour Company see an increasing opportunity for creating innovative shows that can appealto such platforms. Your Company is currently producing the first season of a 10-partfictional show set in Mumbai called Four More Shots Please! for Amazon Prime Video.Principal photography for the series is complete and post-production quality check andthe final delivery process is now on. With the positive research findings on the showwhich is yet to screen its first season your Company has already been commissioned todevelop seasons two and three. Your Company is also engaged in discussions with other OTTplayers for developing scripted and unscripted shows.

Your Company continues to remain engaged in the development and production of filmedentertainment content. Three new feature film projects are in progress including one to bedirected by Remo D'Souza and another by Anu Menon.

Your Company has also reissued the satellite broadcasting and digital streaming rightsof its film library to Star and Hotstar. The film library is also being streamed on anon-exclusive basis on OTT platforms like Jio Sony and Spuul.

In its 25th year of operations your Directors believe that your Company has positioneditself as one of the more innovative multi-platform content production house in India withglobal reach and recognition. Its filmed entertainment products are widely respected. Itsserialized content will soon be available across the globe localized in differentlanguages.

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 2018-2019 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 of the Company. A statement containing salient features of thefinancial statements of the Company's subsidiaries in Form AOC-1 is appended as Annexure1.

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

There has been no material change in the nature of the business of this subsidiary. Itsprincipal business is sourcing content for digital streaming setting up delivery systemsfor digital streaming and running the business of content aggregation as well as any othertechnology business using the internet as its primary delivery platform. Efforts till datehave not translated into revenue generation but this subsidiary will continue its efforts.Essentially this subsidiary will function as a bridge between content producers anddigital distributors. There is no revenue generated in the year 2017-18 resulting in aloss.

PNC Wellness Limited

There has been no material change in the nature of the business of this subsidiary. Itis in dialogue with other business enterprises to expand the wellness business through thedigital medium. This subsidiary owns several wellness brands like Moksh Power YogaPassion Yoga Cool Yoga Couple Yoga etc. and is exploring avenues to commercialise itsaforesaid brands by introducing them into a joint venture wellness enterprise. Consideringthat there was no revenue generation during the year your Company has made furtherprovision for diminution in values of its investments by 1/5th of its book value. Theholding Company is facilitating and supporting the revival of this subsidiary's business.

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 profitof 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; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and Articles of Associations of theCompany Rina Pritish Nandy Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible offers herself for re-appointment.

COMPLIANCE ON CRITERIA OF INDEPENDENCE BY THE 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 ("Listing Regulations").

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 Listing Regulations during the year 4 meetings of theBoard of Directors were held and one meeting of independent Directors was also held. Thedetails of the meetings of the Board are furnished in the Corporate Governance Report.

ANNUAL EVALUATION OF 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 in theListing Regulations.

Further the independent Directors at their exclusive meeting held during the year onMarch 28 2018 reviewed the performance of the Board its Chairman and Non-ExecutiveDirectors and other items as stipulated under the Listing Regulations.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANYFROM THE END OF FINANCIAL YEAR 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 till 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

The term of existing Statutory Auditors BD Jokhakar and Co Chartered Accountants (FRN104345W) is coming to an end at the conclusion of the forthcoming Annual General Meeting.Your Directors recommend re-appointment of BD Jokhakar and Co Chartered Accountants (FRN104345W) to hold office for four more financial years from the conclusion of theforthcoming Annual General Meeting till the conclusion of 29th Annual GeneralMeeting to be held for the year ending on March 31 2022.

AUDITORSR REPORT

The AuditorsRs.Report does not contain any qualifications reservations or adverseremarks.

In the Emphasis of Matter paragraph the auditors have stated:

"We draw attention to Note 37(a) on the standalone Ind AS financial statementswhich relates to investment in wholly owned subsidiary company "PNC WellnessLtd.". The investment in this subsidiary stands at Rs.174.60 lakh whereas the networth of the subsidiary is Rs.72.38 lakh as at March 31 2018. Considering that companyhas made provision for diminution in value of investment in this subsidiary by 1/5th ofits book value and considers the balance retained book value as fully realizable nofurther provision is made for the diminution in book value of investment which isconsidered as temporary.

We further draw attention to Note 37(b) on the standalone Ind AS financial statementswhich relates to investment in subsidiary company "PNC Digital Ltd.". Theinvestment in this subsidiary stands at Rs.70.20 lakh whereas the net worth of thesubsidiary is Rs.8.37 lakh as at March 31 2018. The Company has agreed to provide itsfilms to this subsidiary to explore revenue opportunities on the digital platform andexploit it to its commercial advantage. In view of the fact that this subsidiary hasunfettered access to the film content of the Holding company and requires no additionalsubstantive capital 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 39(a) on the standalone Ind AS financial statementswhich describe the facts related to the legal proceedings initiated by the Company for therecovery of an advance of Rs.150.00 lakh. The management considers the same as good andfully recoverable. The legal opinion obtained by the Company supports this. We have reliedon the opinion and consequently the Company has not made provision of any amount thereagainst.

We further draw attention to Note 39(b) on the standalone Ind AS financial statementswhich describes that the Company has received an award of Rs.352.00 lakh in its favour inthe arbitration case filed against White Feather Films. The Company has also received arevised order for the amount of interest which the Company has not found satisfactory andhence it has moved an appeal with the Bombay High Court. White Feather Films has gone inappeal against the above said award and has been directed to deposit an amount ofRs.300.00 lakh by the Bombay High Court. Proceedings are ongoing.

We further draw attention to Note 40 on the standalone Ind AS financial statementswhich describes the facts related to the arbitration proceedings initiated by the Companyagainst Prasar Bharati on account of wrongful encashment of bank guarantee of Rs.750.50lakh. The Company has obtained legal opinion from Justice AM Ahmadi former Chief Justiceof Supreme Court of India which supports the Company's stand that the amount is fullyrecoverable and hence no provision is made there against.

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 37(a)37(b) 39(a) 39(b) and 40 to the financial statements forming part of the Balance Sheetand Statement of Profit and Loss and are self-explanatory and reproduced below:

NOTE - 37

a. Investment in subsidiary - PNC Wellness Limited

The Company has an investment of Rs.174.60 lakh (L Y Rs.232.80 lakh) in equity sharesof wholly owned subsidiary viz. PNC Wellness Limited. The net worth of this subsidiary isRs.72.38 lakh as on March 31 2018. This subsidiary which owns several wellness brandslike Moksh Power 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. There was no revenue generation by thissubsidiary during the year under review. Considering that there was no revenue generationduring the year under review the management has made provision for diminution in value ofinvestment in this subsidiary by 1/5th of its book value and considers the retained bookvalue as fully realizable. No further provision is made for the diminution in book valueof investment which is considered as temporary.

b. Investment in subsidiary - PNC Digital Limited

The Company has an investment of Rs.70.20 lakh (L Y Rs.70.20 lakh) in equity shares ofsubsidiary viz. PNC Digital Limited. The net worth of this subsidiary is Rs.8.37 lakh ason March 31 2018.

The Company has agreed to provide its films to this subsidiary to explore revenueopportunities on the digital platform and exploit it to its commercial advantage but thissubsidiary Company was not able to generate income from its operational activities in theyear gone by. This subsidiary will continue its efforts. In view of the fact that thissubsidiary has unfettered access to the film content of the holding company and requiresno additional substantive capital deployment to generate revenue no provision fordiminution in value of investment which is considered temporary has been made in theaccounts. This Company will leverage its market standing to facilitate other smallerproduction houses to gain access to large digital content distributors to facilitate themgetting better prices and commercial terms for their content.

NOTE - 39

a. The Company has initiated legal proceedings for recovery of an advance of Rs.150.00lakh 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 considersthe same as good and fully recoverable. Legal opinion obtained by the Company supportsthis.

Auditors have relied on the opinion and consequently no provision has been made in theaccounts at this stage. Legal proceedings are ongoing.

b. The Company has received an award of Rs.352.00 lakh in its favour in the arbitrationcase filed against White Feather Films. The Company has also received a revised order forthe amount of interest which the Company has not found satisfactory and hence it hasmoved an appeal with the Bombay High Court. White Feather Films has gone in appeal againstthe above said award and has been directed to deposit an amount of Rs.300.00 lakh by theBombay High Court. Proceedings are ongoing and in view of the same outstanding ofRs.317.53 lakh is considered as fully recoverable.

NOTE - 40

Arbitration proceedings initiated by the Company against Prasar Bharati on account ofwrongful encashment of bank guarantee of Rs.750.50 lakh. The Company has obtained legalopinion from Justice AM Ahmadi former Chief Justice of Supreme Court of India whichsupports the Company's stand that the amount is fully recoverable and hence no provisionis made there against.

SECRETARIAL AUDITOR'S REPORT

VN Deodhar and Company Practicing Company Secretaries was appointed to conduct theSecretarial Audit of the Company for the year 2017-18 as required under Section 204 ofthe Act and rules there under.

The Secretarial Auditor's Report is given as Annexure III which forms part of thisreport. The Secretarial Auditor's Report states that during the period under review theCompany has complied with the provisions of the Act Rules Regulations GuidelinesStandards etc. mentioned therein except in the following case:

1. The Company has not appointed Chief Financial Officer as required under theprovisions of Section 203(iii) of the Act 2013 and the Listing Agreements with StockExchanges Your Directors state that:

1. Your Company had already advertised in newspapers to fill up the vacancy of ChiefFinancial Officer (CFO). No suitable candidate was found. Hence appointment of CFO couldnot be made. Your Company is continuing with its advertisement on the Company's website toidentify and appoint a suitably qualified person.

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 and 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 appointed an external independent person who hasworked in this area and has the requisite experience in handling 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/ refresherprogrammes in the organisation on a continuous basis.

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 madethereunder the Company has adopted and constituted a CSR Committee of Directorscomprising of the following:

1. Nabankur Gupta (Chairman)

2. Pallab Bhattacharya

3. Hema Malini

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 2018 as theaverage net profit of the Company for the last three financial years is a loss. TheCompany was required to spend an amount of Rs.0.68 lakh on CSR activities during the year2016-17. In discharge of the aforesaid obligation the Company has made a donation ofRs.0.68 lakh to Shree Jagatbharati Education and Charitable Trust Gujarat which isimparting vocational training of computer hardware and networking handicrafts tailoringand embroidery to deserving and underprivileged men and women.

DISCLOSURE REQUIREMENT

As per Listing Regulations Corporate Governance Report with auditor's certificatethereon and Management Discussion and Analysis are attached which forms part of thisreport.

Details of the familiarization programme 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.

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 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 note 7.1 25.1 and31.1 of the Financial Statements of the Company.

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.

ACKNOWLEDGMENT

The Board thanks all stakeholders in the Company clients bankers and financialinstitutions for their continued support during this current year. It also wishes torecord its appreciation of the efforts put in by members of Team PNC and associates of theCompany.

ANNEXURE I

STATEMENT PURSUANT TO FIRST PROVISO TO SUB-SECTION (3) OF SECTION 129 OF COMPANIES ACT2013 READ WITH RULE 5 OF COMPANIES (ACCOUNTS) RULES 2014 IN THE PRESCRIBED FORM AOC - 1RELATING TO SUBSIDIARY COMPANIES

(Rs .In lakh)
PARTICULARS Name of Subsidiary Company PNC Wellness Ltd PNC Digital Ltd
1. Reporting currency INR INR
2. Exchange rate NA NA
3. Share capital 66.00 50.00
4. Reserves and surplus 6.38 (41.63)
5. Total assets 90.22 16.05
6. Total liabilities (except share capital and reserve and surplus) 17.84 7.68
7. Investments 0.00 0.00
8. Turnover (including other income) 0.00 0.58
9. Profit/ (loss) before taxation (5.72) (3.82)
10. Provision for taxation (including deferred tax) 7.80 0.00
11. Profit/ (loss) after taxation (13.52) (3.82)
12. Proposed dividend Nil Nil
13. % of shareholding 100% 99.78%

Note: 1. Reporting period for all the Subsidiaries is March 31 2018.

ANNEXURE II

THE INFORMATION REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT 2013 READ WITH RULE5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014ARE GIVEN BELOW

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year

Description Ratio of median remuneration
Wholetime Directors
Pallab Bhattacharya 5.57
Rangita Pritish Nandy 5.45

b. The percentage increase in remuneration of Wholetime Director and CEO CreativeDirector and Company Secretary in the financial year

Name % increase in remuneration in the financial year
Pallab Bhattacharya Wholetime Director and CEO Nil
Rangita Pritish Nandy Creative Director Nil
Santosh Gharat Company Secretary 17.65

c. The percentage increase in the median remuneration of employees in the financialyear: 35.26%.

The number of permanent employees on the rolls of Company: 16

d. The explanation on the relationship between average increase in remuneration andCompany Performance The increment in remuneration during the year 2017-2018 was 15.87%.However no increment in remuneration were given to Pallab Bhattacharya Rangita Nandy andIshita Pritish Nandy.

e. Comparison of the remuneration of the key managerial personnel against theperformance of the Company

Aggregate remuneration of Key Managerial Personnel (KMP): for the year 2017-18 Amount (Rs .In lakh)
Revenue 2005.21
Remuneration of KMP (as % of revenue) 3.10
Profit/ (loss) before tax (PBT) 157.59
Remuneration of KMP (as % of PBT) 39.45

f. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year

Particulars March 31 2018 March 31 2017 % Change
Market Capitalization (Rs .In lakh) 2126.65 3052.54 (30.33)
Price Earnings Ratio 10.14 (22.21) 145.64

g. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last public offer

Particulars March 31 2018 IPO % Change
Market Price (BSE) 14.70 155 (90.52)
Market Price (NSE) 14.55 155 (90.61)

h. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration

There was no increment to Executive Directors during the year.

i. Comparison of remuneration of each key managerial personnel against the performanceof the Company

This year was devoted to finishing and producing the first season of a 10-partfictional show set in Mumbai called Four More Shots Please! for Amazon Prime Video.Principal photography for the series is complete and post-production quality check andthe final delivery process is now on. Therefore the aforesaid comparison is notapplicable.

j. The key parameters for any variable component of remuneration availed by theDirectors: The Company does not have any variable component of remuneration availed by theDirectors.

k. The ratio of the remuneration of the highest paid director to that of the employeeswho are Not Directors but receive remuneration in excess of the highest paid Directorduring the year There is no employee drawing remuneration which exceeds the remunerationof the highest paid Director.

l. Affirmation that the remuneration is as per the remuneration policy of the Company:The Company affirms that remuneration is as per the remuneration policy of the Company.

m. The statement containing particulars of employees as required under Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 There was no employee drawing remuneration of rupeessixty lakh per annum or rupees five lakh per month.