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PVR Ltd.

BSE: 532689 Sector: Media
NSE: PVR ISIN Code: INE191H01014
BSE 00:00 | 01 Jul 1887.50 26.95






NSE 00:00 | 01 Jul 1888.50 27.65






OPEN 1856.00
52-Week high 2010.35
52-Week low 1224.70
Mkt Cap.(Rs cr) 11,527
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1856.00
CLOSE 1860.55
52-Week high 2010.35
52-Week low 1224.70
Mkt Cap.(Rs cr) 11,527
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

PVR Ltd. (PVR) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Twenty-Sixth Board Report on thebusiness and operations of your Company along with audited financial statements for theFinancial Year ended March 31 2021.

1. Financial Summary and highlights

In compliance with the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ('Listing Regulations') asamended and modified from time to time the Company has prepared its financial statementsas per Indian Accounting Standards (Ind AS) for the FY 2020-21. The financial highlightsof the Company's operations (on standalone basis) are as follows:

(Rs in Lakhs)
Particulars FY 2020-21 FY 2019-20
Revenue from operations 22572 328436
Other Income 47275 4286
Profit/Loss before Depreciation Finance costs Exceptional items and tax expense 14321 110834
Less: Depreciation/Amortisation 56349 53306
Profit/Loss before Finance costs Exceptional items and tax expense -42028 57528
Less: Finance costs 49347 47984
Profit/Loss before Exceptional items and tax expense -91375 9544
Add/(less): Exceptional items - -
Profit/Loss before tax expense -91375 9544
Less: Tax expense (Current/Deferred) -19025 6528
Profit/loss for the year (1) -72350 3016
Total Comprehensive Income/loss (2) -8 -682
Total (1)+(2) -72358 2334
Balance of profit/loss for earlier years 13395 57601
Less: Transfer to Debenture Redemption Reserve - -
Add: Transfer from Debenture Redemption Reserve - 7930
Less: Transfer to reserves - -
Less: Dividend paid on Equity shares - -2989
Less: Dividend distribution tax - -615
Add: Adjustment on adoption of Ind AS 115 - -
Less: Adjustment on adoption of Ind AS 116 - -50866
Balance carried forward -58963 13395

Revenue from operations of the Company for the FY 2020-21 was Rs 22572 Lakhs ascompared to Rs 328436 Lakhs in the previous Financial Year. Further your Companyregistered EBITDA of Rs 14321 Lakhs as compared with Rs 110834 Lakhs for the FinancialYear ended March 31 2020 showing a de-growth of 87.08 %. Further the financial resultsof the Company for the FY 2020-21 were impacted on account of spread of COVID -19 pandemicand the measures taken by government bodies to prevent its transmission. The financialresults have been discussed in detail in the Management Discussion and Analysis Reportforming part of this Report. Further during the FY 2020-21 there was no change in thenature of business of the Company.

2. Dividend and Dividend Distribution Policy

The Board of Directors of your Company keeping in view the Company's dividenddistribution policy the current financial position relevant circumstances and impact ofCOVID-19 on business has decided not to recommend any dividend for the year underreview.

The Board of Directors of your Company has approved and adopted the DividendDistribution Policy and dividends declared/recommended are in accordance with the saidpolicy. The dividend distribution policy is placed as Annexure-‘1' to thereport and is also available on the Company website www.

3. Transfer within Reserves

Due to losses incurred during the year under review the Board of Directors of yourCompany has decided not to transfer any amount to the Reserves for the year under review.

4. Major events occurred during the year and post closure

(i) Rent Concession Accounting (Ind AS 116)

During the year Ministry of Corporate Affairs amended Ind AS 116 vide its notificationdated July 24 2020 which allowed rent concessions received during COIVD-19 period to bewritten back to Statement of Profit and Loss as practical expedient and not assessing thesame as lease modification. This has significant impact on the other income for thecurrent financial year. Please refer financial statements and Management Discussion andAnalysis section for details.

(ii) Rights Issue of Equity Shares

During the year under review your Company raised approx.

Rs 300 Crore (Rupees Three Hundred Crores Only) by allotment of 3823872 Equity Sharesthrough rights issue of equity shares ("Rights Issue") at an issue price of Rs784 per share (including a premium of Rs 774 per share). The Company has utilised the fullamount of funds raised through Rights Issue. Further it is confirmed that there has beenno deviation in the utilisation of funds raised through Rights Issue for the period endedMarch 31 2021. For further information please refer to the ‘Letter of Offer' datedJuly 6 2020 which is available on BSE and NSE.

(iii) Qualified Institutional Placement (QIP)

During the year under review your Company raised approx.

Rs 800 Crores (Rupees Eight Hundred Crore Only) by allotment of 5555555 Equity Sharesunder Qualified Institutional Placement at an issue price of Rs 1440 per share (includinga premium of Rs 1430 per share). The Company has utilised Rs 240 Crores in accordancewith the objects of the issue for the period ended March 31 2021 and balance amount of Rs560 Crores is available for future purposes. Further it is confirmed that there has beenno deviation in the utilisation of funds raised through QIP for the period ended March31 2021. For further information please refer to the ‘Placement Document' datedFebruary 1 2021 which is available on BSE NSE and Company's website.

(iv) COVID-19 Impact and Measures

The Year under review was an unprecedented year which has witnessed unimaginabletrouble for the mankind around the world due to ruthless impact of COVID-19. During theyear under review the operations of your Company were adversely impacted because of COVID19 and restrictive guidelines issued by various Central & State Governments across theCounty. As per the said guidelines movie theatres remained completely closed across thecountry from March 2020 to mid-October 2020. Even post October 2020 the movie theatreswere permitted to gradually open across the country by respective State Governments withrestricted seating capacity. Most of the cinema circuit across the country was operationalonly by January 2021. In view of the capacity restrictions and release of very few moviesit had grave bearing on the performance of the Company.

Since the year under review had put unexpected distress which required your Board todeal with agility your Board ensured frequent meetings and discussions to respond to theevolving situation and met 7 times during the year. The focus of the company was to manageits costs and reduce cash burn ensure enough liquidity on the balance sheet to tide thruthese tough times ensure health and well being of all its employees build customer trustand confidence as we re-opened cinemas with revised safety protocols.

Further no other material change and commitment have occurred after the closure of theFY 2020-21 till the date of this Report which would affect the financial position of yourCompany.

5. General Information – Overview of the Industry External Environment andEconomic outlook

Pursuant to Regulation 34 of the Listing Regulations the stated information isadequately captured in Management Discussion and Analysis Report forming part of thisReport.

6. Capital Structure

As on the date of this Report the Authorised Capital of the Company is Rs1438496800 consisting of 123700000 Equity Shares of face value of Rs 10 each and590000 0.001% Non-Cumulative Convertible Preference Shares of face value of

Rs 341.52 each.

During the year under review the paid up equity share capital of the Company wasincreased consequent upon allotment of following equity shares of the Company:

• 33600 Equity Shares of face value of Rs 10 each were allotted under PVREmployees Stock Option Scheme 2017 to the specified employee(s) of the Company at thepredetermined exercise price against same number of options exercised by them;

• 3823872 Equity Shares of face value of Rs 10 each were allotted under RightsIssue to the existing shareholders on August 7 2020 at an issue price of Rs 784 pershare; and

• 5555555 Equity Shares of face value of Rs 10 each were allotted underQualified Institutional Placement on February 1 2021 at an issue price of Rs 1440 pershare.

The paid up equity share capital as on March 31 2021 was

Rs 607621720.

During the year under review the Company has not issued any shares with differentialvoting rights nor issued sweat equity shares.

7. Details of Employee Stock options

During the FY 2019-20 your Company had introduced PVR Employees Stock Option Plan 2020('PVR ESOP 2020') for issuance of 520000 stock options. In the same Financial Year theNomination and Remuneration Committee ("NRC") had approved grant of 434000options at an issue price of Rs 1500 per option in accordance with the Securities andExchange Board of India (Share Based Employee Benefits) Regulations 2014 (‘SEBI SBEBRegulations'). However during the FY 2020-21 on account of the difficulties faced by theCompany due to lock-down imposed by the Government of India and various other StateGovernments and the impact of Covid-19 on the stock price the employee stock options werewithdrawn by NRC at its meeting held on June 5 2020.

Subsequently on July 15 2020 NRC approved grant of 520000 options under PVR ESOP2020 at an exercise price of

Rs 981/-. During the year out of the above issued options 4000 options werecancelled due cessation of employment of an ESOP holder and the same options were grantedto another employee at an exercise price of Rs 1287/-.

Post the closure of the FY 2020-21 NRC at its meeting held on April 12 2021 tooknote of cancellation of 41000 options granted under PVR Employees Stock Option Plan 2017(‘PVR ESOP 2017') and re-granted the same to certain employees at an exercise priceof Rs 1400/-.

Disclosure pursuant to the Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 for the year ended March 31 2021 is available on the websiteof the Company at

The details of the existing Employees Stock Options Plans are also available on thewebsite of the Company at www.pvrcinemas. com.

Kindly refer financial statements forming part of this Report for further details onESOP Plans/Scheme(s).

8. Credit Rating of Securities

The details on credit rating(s) of Securities as availed by the Company are disclosedin the Corporate Governance Report forming part of this Annual Report.

9. Transfer to Investor Education and Protection Fund

The Company has transferred a sum of Rs 60570 during the FY 2020-21 to InvestorEducation and Protection Fund (Fund) established by the Central Government in compliancewith the Companies Act 2013. The said amount represents unclaimed dividend which waslying with the Company for a period of seven years. Further the Company has transferred2753 shares to the Fund in compliance with the Companies Act 2013.

Any shareholder whose shares or unclaimed dividend have been transferred to the Fundmay claim the shares under provision to Section 124(6) or apply for refund under Section125(3) or under proviso to Section 125(3) as the case may be to the Authority by makingan application in Web Form IEPF - 5 available on website

10. Changes in Directorships and other Compliances in relation to the Directors

A. Appointment and regularisation of Additional Directors:

During the year under review the Board had appointed Mr. Anish Kumar Saraf as aNon-executive Director with effect from June 8 2020.

Further during the FY 2020-21 the appointment of Mr. Anish Kumar Saraf Non-executiveDirector and Ms. Pallavi Shardul Shroff Independent Director was regularised by theshareholder's at their meeting held on September 29 2020. On October 21 2020 theCompany has appointed Mr. Gregory Adam Foster as an Independent Director (AdditionalDirector) on the Board of the Company. Mr. Foster is a globally recognised leader in theEntertainment Media and Technology industries. He is Senior Theatrical & IndustryConsultant for Apple Corp. and

Global Entertainment Ambassador for Samsung's CJ Group. He is also a member of theBoard of Directors of Premiere Digital a private full service post production companybased in US as well as the Chairman of Hollywood's "ONLY IN THEATRES". Mr.Foster is a member of the Academy of Motion Pictures Arts & Sciences. He was thelong-time CEO of IMAX Entertainment and Senior Executive Vice President IMAX Corp. Hisexpertise in global capital markets and revenue generation is extensive. Mr. Fostergraduated from Georgetown University in 1984. His appointment as an Independent Directorfor a period of five years effective October 21 2020 is subject to the approval of theshareholders in the ensuing Annual General Meeting of the Company. The Board recommendshis appointment to the shareholders. Further necessary detail as required under Regulation36 of Listing Regulations is included in the Notice calling the ensuing Annual GeneralMeeting.

B. Directors retiring by rotation:

Pursuant to Section 149 read with Section 152 and other applicable provisions if anyof the Companies Act 2013 one-third of the retirable Directors shall retire every yearand if eligible may offer for re-appointment. Consequently Mr. Sanjeev Kumar who retiresby rotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment in accordance with the provisions of the Companies Act 2013. The Boardrecommends his re-appointment.

C. Confirmations & declarations from the Independent Directors:

The Company has received necessary declarations from each Independent Director of theCompany under Section 149 (7) of the Companies Act 2013 confirming that they meet thecriteria of independence as laid down in Section 149 (6) of the Companies Act 2013 andthat of Listing Regulations.

The Independent Directors have also confirmed that they have registered their names inthe Independent Directors' Databank. Further the Board members are satisfied with regardto integrity expertise and experience (including the proficiency) of the IndependentDirectors of the Company.

D. Adherence to the Code of Conduct:

In addition to above the Company has in place a Code of Conduct which is applicable tothe Members of the Board and all employees in the course of day to day business operationsof the Company. The Company believes in 'Zero Tolerance' against bribery corruption andunethical dealings/behaviours of any form and the Board has laid down the directives tocounter such acts. The code laid down by the Board is known as 'Code of Business Conduct'which forms an Appendix to the Code. The Code is available on the Company's website.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. All the Board Members and the Senior Management Personnelhave confirmed compliance with the Code.

11. Key Managerial Personnel

As of March 31 2021 the Key Managerial Personnel (KMP) of the Company as per Section2(51) and 203 of the Companies Act 2013 were as follows:

Name Designation
Mr. Ajay Bijli Chairman cum Managing Director
Mr. Nitin Sood Chief Financial Officer
Mr. Pankaj Dhawan Company Secretary cum Compliance Officer

There was no change in the KMPs of the Company during the year under review. Subsequentto the closure of FY 2020-21 Mr. Pankaj Dhawan retired from the services of the Companyeffective from the close of business hours of April 15 2021. Mr. Mukesh Kumar wasappointed as the Company Secretary cum Compliance Officer effective June 02 2021 and wasalso designated as one of the Key Managerial Personnel of the Company.

12. Meetings of the Board of Directors

During the FY 2020-21 the Board of Directors had met seven times. The details of BoardMeetings and Committee Meetings are given in the Corporate Governance Report.

13. Audit Committee

As on March 31 2021 the Audit Committee comprised of the following independentdirectors:

• Mr. Sanjai Vohra Chairperson;

• Ms. Deepa Misra Harris Member; and

• Mr. Vikram Bakshi Member.

It is further confirmed that the recommendations of Audit

Committee as made from time to time were duly accepted by the Board of Directors.

14. Policy on Directors Appointment and Remuneration Policy

Pursuant to the requirements under Section 134(3)(e) and Section 178(3) of theCompanies Act 2013 the policy on appointment of Board Members including criteria fordetermining qualifications positive attributes independence of a director andremuneration of directors KMP and other employees is annexed as Annexure ‘2'which forms part of this Report.

There has been no change in the Policy during the current year.

15. Performance Evaluation of the Board its Committees and Directors

Pursuant to applicable provisions of the Companies Act 2013 and Listing Regulationsthe Board in consultation with its Nomination & Remuneration Committee hasformulated a framework containing inter alia the criteria for performance evaluation ofthe entire Board its Committees and Individual Directors including IndependentDirectors.

In order to evaluate the performance of the Board various factors viz. board diversityknowledge and expertise corporate governance practices etc. are assessed. Similarly forevaluation of Directors' performance their profile contribution in Board and CommitteeMeetings execution and performance of specific duties obligations regulatorycompliances and governance are evaluated.

During the Financial Year under review the Independent Directors had met separatelywithout the presence of any Non- independent Director and the members of management anddiscussed inter alia the performance of Non-independent Directors and Board as a wholeand reviewed the performance of the Chairman of the Company.

The performance evaluation of all the Independent Directors have been done by theentire Board excluding the Director being evaluated.

The Directors expressed their satisfaction with the evaluation process.

16. Remuneration of Directors and Employees

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure ‘3' which forms partof this Report.

In terms of Section 136 of the Act the report and accounts are being sent to theMembers and others entitled thereto excluding the information on employees particularswhich is available for inspection by the members at the registered office of the Companyduring business hours on working days of the Company from the date of this Report up tothe date of ensuing Annual General Meeting. Any member interested in obtaining suchparticulars may write to the Company Secretary and the same will be made available onrequest.

17. Directors' Responsibility Statement

Pursuant to requirements of Section 134(3)(c) of the Companies Act 2013 with respectto Directors' Responsibility Statement the Directors confirm: (a) That in the preparationof the annual accounts the applicable accounting standards have been followed and nomaterial departures have been made from the same; (b) That such accounting policies havebeen selected by them and applied them consistently and made judgements and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2021 and of the profit and loss of the Company for the yearended on that date; (c) That proper and sufficient care has been taken by them for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act

2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities; (d) That the annual accounts have been prepared by them on agoing concern basis; (e) That they have laid down proper internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and (f) That they had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

18. Internal Financial Control and their adequacy

The Company has an internal control system commensurate with the size scale andcomplexity of its operations. The Company has in place adequate controls procedures andpolicies ensuring orderly and efficient conduct of its business including adherence tothe Company's policies safeguarding of its assets prevention and detection of frauds anderrors accuracy and completeness of accounting records and timely preparation of reliablefinancial information. Further Audit committee interacts with the statutory auditorsinternal auditors and management in dealing with matters within its terms of reference.During the year under review such controls were assessed and no reportable materialweakness in the design or operations were observed. Accordingly the Board is of theopinion that the Company's internal financial controls were adequate and effective duringFY 2020-21. Kindly refer Statutory Auditor Report on internal financial controls formingpart of this Annual Report for Auditors opinion on internal financial controls.

19. Details in respect of frauds reported by Auditors other than those which arereportable to the Central Government

The Statutory Auditors and Secretarial Auditors of the Company have not reported anyfraud to the Audit Committee or the Board of Directors under Section 143(12) of theCompanies Act 2013 including rules made thereunder.

20. Report on the Performance & Financial Position of Subsidiaries

As on March 31 2021 following is the list of subsidiaries of the Company:

Sl. No. Name of the subsidiary company

1 PVR Pictures Limited
2 Zea Maize Private Limited
3 P V R Lanka Limited
4 SPI Entertainment Projects (Tirupati) Private Limited

In terms of Companies Act 2013 your Company does not have any direct associateCompany or joint venture Company during the FY 2020-21.

Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of the Companies(Accounts) Rules 2014 report on performance and financial position of subsidiaries inprescribed

Form AOC-1 is annexed as per Annexure ‘4' which forms part of this Report.

In terms of provisions under Section 136 of the Companies Act 2013 audited accountsof the subsidiary companies are placed on the website of the Company The Company will make available these documents upon request by anyshareholder of the Company. The procedure for inspection of documents is mentioned in theNotice forming part of the Annual Report.

21. Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the FY 2020-21 interms of Chapter V of the Companies Act 2013.

22. Particulars of Loans Guarantee or Investment under Section 186 of the CompaniesAct 2013

Pursuant to Section 134(3)(g) of the Companies Act 2013 a statement containingdetails of loans guarantee and investment made under Section 186 of the Companies Act2013 for the FY 2020-21 is given in the financial statements forming part of thisAnnual Report.

23. Contracts or arrangements with Related Parties under Section 188(1) of theCompanies Act 2013

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Companies Act 2013 enteredby the Company during the year under review were in the ordinary course of businessand/or on an arm's length basis.

During the FY 2020-21 the Company has not entered into any contract or arrangementwith related parties which could be considered ‘material' according to the Policy ofthe Company on Materiality of Related Party Transactions.

Your attention is also drawn to the Related Party Disclosures set out in the FinancialStatements forming part of this Annual Report.

24. Details of Policy developed and implemented on Corporate Social Responsibilities(CSR) initiatives

The Company has in place a CSR Policy in line with Schedule VII of the Companies Act2013. As per the policy the CSR activities are carried by PVR Nest which focuses interalia on: (a) Education and social development of the most vulnerable sections of oursociety; (b) Hunger Poverty Malnutrition and Health; (c) Sanitation and Safety; (d)Gender Equality; and (e) Environmental Sustainability A report on CSR activities isfurnished in Annexure ‘5' which forms part of this Report.

25. Conservation of Energy Technology Absorption Foreign Exchange Earning and Outgo

Pursuant to the provisions of Section 134 of Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 the details of Conservation of Energy TechnologyAbsorption Foreign Exchange Earning and Outgo are attached as Annexure ‘6'which forms part of this Report.

26. Development and Implementation of Risk Management

Risk Management is embedded in PVR's operating framework. The Company believes thatrisk resilience is key to achieving higher growth. To this effect there is a process inplace to identify key risks across the Company and prioritise relevant action plans tomitigate these risks.

The Company has duly approved a Risk Management Policy. The objective of this Policy isto have well-defined approach to risk. The Policy lays down broad guidelines for timelyidentification assessment and prioritisation of risks affecting the Company in the shortand foreseeable future. The Policy suggests framing an appropriate response action for thekey risks identified so as to make sure that risks are adequately addressed or mitigated.The said Policy is also available on the website of the Company. In terms of Regulation21(3A) of Listing Regulations a meeting of the Risk Management Committee of the Companywas held during the year under review wherein the management confirmed that the Company onregular basis assesses evaluates and monitors the risks-both internal and externalassociated with various aspects of its business and takes necessary mitigating stepswherever possible to manage such risks.

Detailed discussion on Risk Management forms part of Management Discussion &Analysis Report under the section ‘Risks and Concerns' which forms part of thisAnnual Report. At present in the opinion of the Board of Directors there are no riskswhich may threaten the existence of the Company.

27. Disclosure on Vigil Mechanism

The Company has a vigil mechanism through Whistle-Blower Policy to deal with instanceof fraud and mismanagement if any. The Company is committed to the highest standards ofCorporate Governance and stakeholder responsibility. The Company has Whistle-BlowerInvestigation Committee which provides for adequate safeguards against victimisation ofpersons and also provides for direct access to the Chairman of the Audit Committee andalso to the members of the Committee.

The Policy ensures that strict confidentiality is maintained while dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern. The Company has always provided a congenial atmosphere for work to allemployees free from discrimination and harassment including sexual harassment. It hasprovided equal opportunities of employment to all without regard to their caste religioncolour marital status and sex.

The said Policy is also available on the website of the Company.

28. Material orders of Judicial Bodies/ Regulators

During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals impacting the going concern status and Company'soperations in future.

29. Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Companies Act 2013 M/s. B S R &Co. LLP Chartered Accountants (Firm Registration Number: 101248W/W-100022) were appointedas Statutory Auditors of the Company for a term of five consecutive years to hold officefrom the conclusion of the twenty-second Annual General Meeting held on July 24 2017until the conclusion of twenty-seventh Annual General Meeting of the Company.

Pursuant to Sections 139 and 141 of the Companies Act 2013 and relevant rulesprescribed thereunder the Auditors have confirmed that their appointment would be withinthe limits laid and as per the term provided under the Act that they are not disqualifiedfor such appointment under the provisions of applicable laws and also that there are nopending proceedings against them or any of their partners with respect to professionalmatters of conduct.

The Auditor have also confirmed that they have subjected themselves to the peer reviewprocess of the Institute of Chartered Accountants of India (ICAI) and holds a validcertificate issued by Peer Review Board of the ICAI.

M/s. B S R & Co. LLP Chartered Accountants have submitted their report on thefinancial statements of the Company for the FY 2020-21 which forms part of this Report.They have issued an unmodified Audit opinion without any qualification reservation oradverse remark.

30. Secretarial Auditors and their Report

M/s. Arun Gupta & Associates Company Secretaries were appointed as SecretarialAuditors of the Company for the FY 2020-21 pursuant to Section 204 of the Companies Act2013. The Secretarial Audit Report submitted by them in prescribed Form MR-3 is annexed asAnnexure ‘7' to this Report.

There are no qualifications or observations or other adverse remarks or disclaimer ofthe Secretarial Auditors in the report for the FY 2020-21.

31. Compliance with Secretarial Standard

Pursuant to the provisions of Section 118 of the Companies Act 2013 the Company hasmaterially complied with the applicable provisions of the Secretarial Standards onmeetings of the board of directors and general meetings as issued by the Institute ofCompany Secretaries of India.

32. Annual Return

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules

2014 the extract of Annual Return as on March 31 2021 is available on the website ofthe Company

33. Consolidated Financial Statements

The Company has prepared consolidated financial statements in accordance withapplicable accounting standards and Companies Act provisions. The same are presented inaddition to the standalone financial statement of the Company.

34. Prevention of Sexual Harassment Policy

The Company has in place a Policy for prevention of Sexual Harassment at the Workplacein line with the requirements of the Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. The following is a summary of sexual harassment complaintsreceived and disposed-off during the year.

Particulars Nos.
Number of complaints pending at the beginning of the year 2
Number of complaints received during the year 20
Number of complaints disposed off during the year 21
Number of cases pending at the end of the year *1

*The complaint was received on March 26 2021 and the enquiry is going on.

35. Business Responsibility Report

As stipulated under the Listing Regulations the Business Responsibility Reportdescribing the initiatives taken by the Company from Environmental Social and Governanceperspective is presented in a separate section forming part of the Annual Report.

36. Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report for the year under review is presented in a separate section formingintegral part of this Annual Report.

37. Corporate Governance

The Company is committed to uphold the highest standards of corporate governance andbelieves that the business relationship can be strengthened through corporate fairnesstransparency and accountability. Your Company complies with all the mandatory provisionsof the Listing Regulations.

The Report on Corporate Governance is placed in a separate section forming part of theAnnual Report alongwith a certificate received from a Practicing Company Secretary andforms integral part of this Report. A certificate from Chairman cum Managing Director andChief Financial Officer of the Company confirming the correctness of the financialstatements compliance with Company's Code of Conduct and adequacy of the internal controlmeasures as enumerated and reporting of matters to the Audit Committee in terms of ListingRegulations is also attached and forms part of this Report.

38. Acknowledgements

The Directors express their deep sense of appreciation for the contribution made by theemployees both at corporate and cinema level to the significant improvement in theoperations of the Company. Their dedicated efforts and enthusiasm have been pivotal to thegrowth of the Company. The Directors also thank all the stakeholders including membersemployees customers lenders vendors investors business partners and state and centralgovernments bankers contractors vendors credit rating agencies legal counsels StockExchanges Registrar and Share Transfer Agent for their continued co-operation and supportand their confidence in its management.

For and on behalf of the Board of Directors
of PVR Limited
Place: New Delhi Ajay Bijli
Date: June 02 2021 Chairman cum Managing Director