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Pritish Nandy Communications Ltd.

BSE: 532387 Sector: Media
NSE: PNC ISIN Code: INE392B01011
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VOLUME 6931
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OPEN 43.05
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VOLUME 6931
52-Week high 61.00
52-Week low 11.31
P/E
Mkt Cap.(Rs cr) 57
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Pritish Nandy Communications Ltd. (PNC) - Director Report

Company director report

PRITISH NANDY COMMUNICATIONS LTD

THE 27TH ANNUAL REPORT AND ACCOUNTS 2020

To

The Members

Pritish Nandy Communications Limited

Your Directors present the 27th Annual Report on the business and operationsof the Company together with the audited financial accounts for the financial year endedMarch 31 2020.

FINANCIAL HIGHLIGHTS

Total income for this year was Rs 2728.27 lakh as compared to Rs 1504.27 lakh for theearlier year. The Company made a profit ofRs 66.04 lakh before tax as compared to a profitofRs 86.01 lakh before tax in the preceding year.

In Rs lakh

Particulars Standalone
Year ended March 31 2020 Year ended March 31 2019
Income from operations 2728.27 1504.27
Other income 69.39 64.64
Total turnover 2797.66 1568.91
Total expenditure 2731.62 1482.90
Profit/(loss) before exceptional and extraordinary items and tax 66.04 86.01
Current tax 14.50 26.26
Profit/(loss) after current tax 51.54 59.75
Deferred tax (12.68) (35.06)
Short/ (excess) provision for tax (earlier year) (23.87) 0.97
Profit/(loss) after tax 88.09 93.84
Dividend (%) 0 0
Transfer to reserves 0 0
Balance in statement of profit and loss (106.87) (189.17)
Paid up capital 1446.70 1446.70
Earnings per share 0.61 0.65
Book value per share 57.24 56.67

PRESENT ECONOMIC SITUATION AND PERFORMANCE OF THE COMPANY

The increasing demand for content mainly serialized and filmed digital streamingshows added to your Company's revenues and we are actively developing and growing ourfootprint in the digital content market. Your Company is well positioned to deliver showsfor OTT platforms particularly the international ones-- to grab mindshare of the new ageyouth audiences the largest consumers of such content across all different platforms. Itis an audience your Company has been successfully addressing in the past as well. But anew orientation is now taking place and a growth in the global entertainment market thatallows for more OTT content to be delivered and consumed. Your Company has repeatedlydemonstrated its ability to successfully relate to the content expectations of newgeneration viewers but it was perhaps a bit ahead of its time. The global OTT business hasnow given us the opportunity to do so and that too on a global scale where both ourcontent and its quality have found new takers.

Your Company visualizes an increasing opportunity for creating and producing more showsfor these international OTT services. We have successfully delivered two seasons of anAmazon Prime Original Four More Shots Please which has been appreciated by both audiencesand critics across 200 countries and territories. This show was among the three mostpopular Amazon shows last year and this year Amazon has announced that it is its mostwatched show out of India. Leading international newspapers like the New York Times SouthChina Morning Post and the Sydney Morning Herald have reported on its extraordinarysuccess.

All ten episodes of the second season of the show were dropped for binge-watching onApril 17 2020 across the global Amazon Prime Video platform and immediately demonstratedthe show's popular appeal. The show has been imagined and developed in-house; both thecreator and the associate creator who double up as the show-runners of Four More ShotsPlease are senior in-house professionals. This is the creative hot shop that the Companyset out to be 26 years ago and today we take pride not only in the sustainable model ofbusiness that we have created in the content business but also in the talent we have builtup over the years to produce and execute our own creative projects.

Your Company after having successfully worked within the budget and deadlines for thefirst two seasons has developed the third season of Four More Shots Please and is readyto immediately go on the floor with it. Owing to concerns over the Covid-19 pandemic andthe subsequent lockdown announced by both the Union and State Governments filming washeld back from its original starting schedule in mid-March. We intend to commence filmingonce conditions and protocols are restored to ensure the safety of our cast and crew.Their security and wellbeing is our primary concern in the current circumstances.

Another Original show planned for shooting in the current financial year 2020-21 hasalso been delayed as well as an anthology film shoot in which the Company wasparticipating. We will be ready to start work on these shows and the film when normal lifeand work resumes and it is possible to commence filming safely with cast and crew.Meanwhile work on the writing of other shows already commissioned continues. We considerwriting as one of the most important aspects of our production business and we intend tostay the course on it.

Your Company is also in dialogue with several other international OTT players fordeveloping scripted and unscripted shows.

The Company's existing film library is also being streamed on a non-exclusive basis onseveral OTT platforms including Netflix Amazon Disney+Hotstar Jio Sony LIV Eros NowMX Player and Spuul. Meanwhile the Company has made a detailed assessment of the impactof the pandemic on its business and cash flows. It being an unanticipated global eventour options are limited and we will require some more time to return to normalcy and whatthat new normal will be is a matter of intense international conjecture and 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 production in the currentfinancial year. The Company does not anticipate material medium to long term risks to itsbusiness prospects. In fact it appears from global reports that the business of ourclients the streaming networks has actually increased during the lockdown as millions ofviewers have shifted to online entertainment even as theatres remain closed both in Indiaas well as in many parts of the world where our shows are viewed.

As a preventive measure your Company has reduced salaries of all its employees duringthe current financial year. It has also negotiated a reduced rent for the registeredoffice and shut down its production office since shooting is currently not taking place.It has also taken several measures to preserve its available resources and cut overheadcosts to bring down cash burn during the current period. It is however possible that yourCompany may face a cash crunch if the commencement of filming gets delayed beyond the nextsix months. However in the view of the management the ability of the Company andconstituents of the group to continue as a going concern shall not be affected.

As mentioned earlier the safety of our employees and the cast and crew of our showsis currently of paramount importance to us and till date no case of Covid-19 has beenreported from among them. Production when it commences will take place under carefullydrawn out safety protocols and abundant precaution following guidelines agreed upon bythe government and the industry.

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 2020-21 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

The principal business of this Subsidiary Company is sourcing content for digitalstreaming setting up delivery systems for digital streaming and running the business ofcontent aggregation as well as any other technology business using the internet as itsprimary delivery 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 Company operates in the wellness business segment which it pioneered inIndia when it opened Moksh: The Wellness Place in Mumbai. After a decade of pioneeringactivity with rentals increasing and the wellness business like many others shifting todigital platforms Moksh was shut down. The subsidiary however continues intending to usethe brand's goodwill and reputation to build a digital opportunity at an appropriate time.It has designed several yoga brands that is hopes to commercialize as yoga picks up paceas a matter of intense global interest. Considering there was no revenue generation duringthe year under review the Company has made further provision for diminution in values ofits investments by 1/5th of its book value and will review the value of this investmentfrom time to time.

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 theapplicable accounting standards have been 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 themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for fraud and other irregularities; d. theyhave prepared the annual accounts on a going concern basis; e. they have laid downinternal financial controls to be followed by the Company and such internal financialcontrols were adequate and operating effectively; f. they have devised proper systems toensure compliance with the provisions of all applicable laws and that such systems areadequate 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and articles of associations of theCompany Rangita Pritish Nandy Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers herself for reappointment. Aresolution seeking shareholders' approval for her re-appointment forms part of the notice.

Santosh Gharat Company Secretary of the Company who was also appointed additionally asChief Financial Officer has relinquished this additional responsibility with effect fromNovember 14 2019 and in his place Kishor Palkar was appointed as Chief Financial Officerof the Company. Mr Palkar has been in the employment of the Company since the last 18years and his last designation was Chief Accounts Officer of the Company.

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) read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is 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 five meetings of the Board of Directors were held andno meeting of Independent directors was held. The details of the meetings of the Board arefurnished 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. Furtherthe meeting of independent directors could not be held due to lockdown and it was lateralso exempted vide MCA General Circular No. 11 /2020 - F No.2/1/2020-CL-V wherein MCAconfirmed that there will be no violation if the meeting of independent directors was notheld.

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 Act by the Companies (Amendment) Act 2017 effective from May 72018 the requirement of seeking ratification of the Members for the appointment of theStatutory Auditors has been withdrawn from the Statute. Hence the resolution seekingratification of the Members for continuance of their appointment at the ensuing AGM is notbeing 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 investment in wholly owned subsidiary company "PNC Wellness Ltd.".The investment in this subsidiary stands atRs 58.20 lakh whereas the net worth of thesubsidiary is Rs 32.79 lakh as at March 31 2020. Considering that the Company has madeprovision for diminution in value of investment in this subsidiary of 1/5th of its bookvalue and considers the balance retained book value as fully realizable no furtherprovision is made for the diminution in book value of investment which is considered astemporary.

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 Rs 70.20 lakh whereas the net worth of the subsidiary is Rs7.42 lakh as at March 31 2020. 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 ofRs150 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 statementswhich describes that the Company has received an award ofRs 352 lakh in its favour in thearbitration case filed against White Feather Films. White

Feather Films has gone in appeal against the above said award and has been directed todeposit an amount of Rs 300 lakh by the Bombay High Court. Proceedings are ongoing and inview of the same outstanding of Rs317.53 lakh is considered as fully recoverable andconsequently the Company has not made provision of any amount there against.

We further draw attention to Note 39 on the standalone financial statements whichdescribes the facts related to the arbitration proceedings initiated by the companyagainst Prasar Bharati bank guarantee of Rs750.50 lakh. The Company has obtained legalopinion from Justice A M 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.

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 isnot 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) 39 and 46 on the financial statements forming part of the BalanceSheet and Statement of Profit and Loss and are self-explanatory and reproduced below..

Note 36 (a) PNC Wellness Limited

The Company has an investment of Rs 58.20 lakh (PY Rs 116.40 lakh) in equity shares ofwholly owned subsidiary viz PNC Wellness Limited. The net worth of this subsidiary is Rs32.79 lakh as on March 31 2020. There was no revenue generation by this subsidiary duringthe year under review. This Subsidiary which owns several wellness brands like Moksh andsub brands like Power Yoga Passion Yoga Cool Yoga Couple Yoga etc. is exploringavenues to commercialise its aforesaid brands. This subsidiary is in the process ofrealigning its business by making efforts to commercialise and lease its various brandsthrough collaborative arrangements with other parties. The Company is facilitating andsupporting the revival of this subsidiary's business. Considering that there was norevenue generation during the year under review the management has made provision fordiminution in value of investment in this subsidiary by 1/5th of its book value andconsiders the retained book value as fully realisable. No further provision is made forthe diminution in book value of investment which is considered as temporary. Note 36 (b)

PNC Digital Limited

The company has an investment of Rs 70.20 lakh (LY Rs 70.20 lakh) in equity shares ofsubsidiary viz PNC Digital Limited. The net worth of this subsidiary is Rs 7.42 lakh as onMarch 31 2020. 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 Rs 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 has received an award of Rs 352 lakh in its favour in the arbitration casefiled against White Feather Films. Company has filed an Execution Application with theBombay High Court for recovery of the Arbitral Award amount. The Execution Applicationwill be mentioned before the Bombay High Court when it reopens. White Feather Films hasgone in appeal against the above said award and has been directed to deposit an amount ofRs 300 lakh by the Bombay High Court. Proceedings are ongoing and in view of the sameoutstanding of Rs 317.53 lakh is considered as fully recoverable.

Note - 39

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.

Note 46

Due to restrictions imposed by the Union and State Governments for the ongoing Covid-19pandemic the Company had to hold back the scheduled shoot of Season 3 of Four More ShotsPlease which was scheduled to commence in the third week of March 2020. Another Originalshow planned for shooting in the current financialyear 2020-21 has been delayed as wellas an anthology film shoot in which PNC was participating. We will be ready to start workon these shows and the film when normal life and work resumes and it is possible tocommence filming 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. Meanwhile the Company has made a detailedassessment of the impact of the pandemic on its business and cash flows. It being anunanticipated global event our options are limited and we will require some more time toreturn to normalcy and what that new normal will be is a matter of intense internationaldebate. The Company is working on the assumption that the setback caused to its businessbecause of the pandemic will be only temporary and we can return to the floors in thecurrent financialyear. 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 where our shows are viewed. As a preventivemeasure the Company has reduced salaries of all its employees during the currentfinancial year. It has also negotiated a reduced rent for the registered office and shutdown its production office since shooting is currently not taking place. It has also takenseveral measures to preserve its available resources and cut overhead costs to bring downcash burn during the current period. It is possible the Company may face a cash crunch ifthe commencement of shoot gets delayed beyond the next six months. However in the view ofthe management the ability of the company and constituents of the group to continue as agoing concern shall not be affected. The safety of our employees and the cast and crew ofour shows is currently of paramount importance to us and till date no case of Covid 19 hasbeen reported from among them. Production when it commences will take place undercarefully drawn out safety protocols and abundant precaution following necessaryguidelines. SECRETARIAL AUDITORS' REPORT

VN Deodhar & Company practicing Company Secretaries was appointed to conduct theSecretarial Audit of the Company for the fiscal year 2020 as required under Section 204of the Act and rules thereunder. The Secretarial Auditors' Report is given as Annexure IIIwhich forms part of this report. The Secretarial Auditors' report states that during theperiod under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards 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 InternalAuditor monitors and evaluates the efficacy and adequacy of the internal control system ofthe Company its compliance with operating systems accounting procedures and policies ofthe Company. Based on the report of the Internal Auditor officers undertake correctiveaction in their respective areas and thereby strengthen control. Significant auditobservations and corrective 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 HARASSMENTAT 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 Committees (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) ofthe Act and Rules framed thereunder. CORPORATE SOCIAL RESPONSILITY (CSR) The Company's CSRpolicy is aimed at demonstrating care for the community through its focus on educationskill development health wellness and research on content. Further in accordance withthe provisions of Section 135 of the Act and rules framed thereunder the Company hasadopted and constituted a CSR Committee of Directors comprising of the following

1. Udayan Bose (Chairman)

2. Pallab Bhattacharya

3. Hema Malini

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

No CSRprovisionisapplicableforthefinancial . yearended on profit March 312020astheaverage net the Company for thelast three financialyearsisaninadequate

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 isavailable on the website of the Company. Policy on dealing with related party transactionsis available on the website of the Company.

Policy on fair disclosure and code of Conduct required to be set out by the Companyunder SEBI (PIT) Regulations 2015 effective fromApril 1 2019 which is available on thewebsite 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. ForeignExchange Earnings and Outgo during the year are given in Annexure V which forms part ofthe 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. ACKNOWLEDGMENT

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

Pallab Bhattacharya Udayan Bose
Wholetime Director and CEO Director
Mumbai June 30 2020 DIN: 00008277 DIN: 00004533

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