Your Directors have pleasure in presenting the Twenty-Fifth BoardReport on the business and operations of your Company along with audited financialstatements for the Financial Year ended March 31 2020.
1. Financial Summary and highlights
In compliance with the provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ('ListingRegulations') as amended and modified from time to time the Company has prepared itsfinancial statements as per Indian Accounting Standards (Ind AS) for the Financial Year2019-20. Further with effect from April 1 2019 the Company adopted the new AccountingStandard Ind AS 116 'Leases' which have significant impact on financial statements (fordetails please refer financial statements and Management Discussion and Analysis section).The financial highlights of the Company's operations (on standalone basis) are as follows:
|Particulars ||FY 2019-20 ||FY 2018-19 |
|Revenue from operations ||328436 ||303935 |
|Other Income ||4286 ||3150 |
|Profit/Loss before Depreciation Finance costs Exceptional items and tax expense ||110834 ||60776 |
|Less: Depreciation/Amortisation ||53306 ||18164 |
|Profit/Loss before Finance costs Exceptional items and tax expense ||57528 ||42612 |
|Less: Finance costs ||47984 ||12775 |
|Profit/Loss before Exceptional items and tax expense ||9544 ||29837 |
|Add/(less): Exceptional items ||- ||- |
|Profit/Loss before tax expense ||9544 ||29837 |
|Less: Tax expense (Current/Deferred) ||6528 ||10828 |
|Profit/loss for the year (1) ||3016 ||19009 |
|Total Comprehensive Income/loss (2) ||-682 ||-1252 |
|Total(1)+(2) ||2334 ||17757 |
|Balance of profit/loss for earlier years ||57601 ||41596 |
|Less: Transfer to Debenture Redemption Reserve ||- ||2895 |
|Add: Transfer from Debenture Redemption Reserve ||7930 ||2250 |
|Less: Transfer to reserves ||- ||- |
|Less: Dividend paid on Equity shares ||-2989 ||-935 |
|Less: Dividend distribution tax ||-615 ||-192 |
|Add: Adjustment on adoption of Ind AS 115 ||- ||20 |
|Less: Adjustment on adoption of Ind AS 116 ||-50866 ||- |
|Balance carried forward ||13395 ||57601 |
Revenue from operations of the Company was ' 328436 lakh as comparedto ' 303935 lakh in the previous year.
Further Company registered EBITDA of ' 110834 lakh as compared with' 60776 lakh for the financial year ended March 31 2019 showing a growth of 82%primarily due to impact of change in accounting due to Ind AS 116. Further the financialresults of the Company for the Financial Year 2019-20 are also impacted in a limitedmanner on account to measures taken by Government/regulatory bodies to prevent the spreadof COVID-19. The financial results have been discussed in detail in the ManagementDiscussion and Analysis Report forming part of this Report.
Further during the Financial Year 2019-20 there was no change in thenature of business of the Company.
2. Dividend and Dividend Distribution Policy
During the year under review the Board of Directors has declared andpaid an Interim dividend of ' 4 per equity share of the face value of ' 10 each (40%)during the year. An amount of ' 2476.16 lakh including Dividend Distribution Tax was paidtowards the Interim dividend. The Board of Directors of your Company after consideringholistically the relevant circumstances and keeping in view the Company's dividenddistribution policy and impact of COVID-19 on business has decided that it would beprudent not to recommend any final dividend for the year under review.
The Board of Directors of your Company has approved and adopted theDividend Distribution Policy of the Company and dividends declared/recommended during theyear are in accordance with the said policy. The dividend distribution policy is placed asAnnexure-'1' to the report and is also available on the Company websitewww.pvrcinemas.com.
3. Transfer within Reserves
During the year under review the Company has utilised ' 3603.85 lakhof retained earnings for payment of Dividend and Dividend Distribution Tax (Final andInterim Dividend paid during the Financial Year 2019-20). 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) Adoption of Ind AS 116 'Leases'
With effect from April 1 2019 the Company adopted the new AccountingStandard Ind AS 116 'Leases'. The new standard has a significant impact on financialstatements of the Company. Please refer financial statements and Management Discussion andAnalysis section for details.
(ii) Merger of SPI Cinemas Private Limited ('SPI') with PVR Limited
During the previous year the Board of Directors in its meeting held onAugust 12 2018 approved the acquisition of SPI Cinemas Private Limited ('SPI') via SharePurchase Agreement (SPA) by way of acquisition of 71.69% equity shares in SPI for a cashconsideration (including deferred consideration) of ' 63560 lakh and for the balance28.31% stake through issue of 1599974 equity shares of the Company to SPI shareholdersin the ratio of 1:18.19 equity shares in the Company pursuant to the proposed scheme ofamalgamation. Consequent to above on fulfilment of condition precedent in the said SPAon August 17 2018 the Company completed the acquisition of 71.69% shareholding in SPI.The scheme of amalgamation got approved by National Stock Exchange of India Limited BSELimited by the members secured and unsecured creditors of the Company and unsecuredcreditors of SPI in the NCLT convened meetings on April 24 2019.
Pursuant to an application filed with National Company Law Tribunal forfinal order on aforesaid matter the Hon'ble Principal Bench of The National Company LawTribunal at New Delhi vide its Order dated August 23 2019 has approved the Scheme ofAmalgamation ('Scheme') between the Company SPI Cinemas Private Limited ('SPI') and theirrespective shareholders and creditors under Sections 230 to 232 and other applicableprovisions if any of the Companies Act 2013 and the rules and regulations framedthereunder effective from the appointed date of August 17 2018. With effect from theappointed date and upon the Scheme becoming effective entire business of SPI includingits assets properties rights benefits interests and liabilities has been transferredto and vested in the Company as a going concern.
The Company has given effect to the accounting treatment in the booksof accounts as per acquisition method per Indian Accounting Standard (Ind AS) 103'Business Combinations' as prescribed by Section 133 of the Companies Act 2013.Consequently the standalone and consolidated financial figures for the year ended March31 2019 which were earlier approved by the Board of Directors at their meeting held onMay 10 2019 have been restated to give effect to the Scheme. Refer financial statementsfor further details.
(iii) Qualified Institutional Placement (QIP)
During the year under review your Company raised ' 500 crore (RupeesFive Hundred Crore Only) by allotment of 2908583 Equity Shares under QualifiedInstitutional Placement at an issue price of ' 1719.05 (including a premium of ' 1709.05share). The Company has utilised substantial amount of funds raised through QIP. Furtherit is confirmed that there has been no deviation in the utilisation of funds raisedthrough QIP for the period ended March 31 2020. For further information please refer tothe 'Placement Document' dated October 29 2019 which is available on BSE NSE and Companywebsite.
(iv) COVID-19 Impact and measures
COVID-19 is an unprecedented event that has impacted people across theGlobe. India has taken tough measures to fight against the situation including acountry-wide lockdown. Accordingly since mid-march all our cinemas across the country areshut with no certainty on re-opening. Due to this extraordinary event in the form ofCOVID-19 pandemic it has led to lower revenue and earnings for financial year 2019-20.Further depending on the duration of the closure of cinemas Company expects a severeimpact on the Company's financial results for Financial Year 2020-21 as well.
Company is taking decisive actions to mitigate the significant adverseimpact of COVID-19 on our businesses and we are implementing cost reduction strategies toreduce the potential impact on the Company's earnings and cashflows and are in discussionwith Industry groups and local/state/central government to develop action plans andsupport.
Some of the actions taken by the Company to date includes:
Halted all non-essential operating and capital expenditures;
Implemented a daily CFO review and approval for all outgoingprocurement and payment requests;
Significant payroll reduction for corporate employees. Reducedsalary for senior management by 50% and for other staff in the rage of 20%-35%;
Invocation of Force majeure clause in rental agreements.Further discussions are going on with developers for reducing rentals for the post -COVID period as well;
Making principal and Interest payments as scheduled; availingthe benefit of moratorium announced by RBI; and
Dividend to shareholders is suspended.
Your Company will continue to take all measures necessary to furtherreduce the impact at all cost levels including fixed costs and outgoing cash flows.
(v) Right Issue of Equity Shares
Post the closure of the Financial Year 2019-20 the Board of Directorsof the Company in their meeting held on June 8 2020 approved Right Issue to the tune of '30000 lakh (approx.). Further details in this regard will be updated from time to time onthe website of the Company at www.pvrcinemas.com.
Further no other material change and commitment have occurred afterthe closure of the Financial Year 2019-20 till the date of this Report which would affectthe financial position of your Company.
5. General Information - Overview of the Industry External Environmentand Economic outlook
Pursuant to Regulation 34 of the Listing Regulations the statedinformation is adequately captured in Management Discussion and Analysis Report formingpart of this Report.
6. Capital Structure
During the year under review the Authorised Share Capital of theCompany was increased due to merger of SPI Cinemas Private Limited with the Company. Therevised Authorised Share Capital of the Company as on the date of this Report is '1438496800 divided into 123700000 Equity Shares of face value of ' 10 each and590000 0.001% Non-Cumulative Convertible Preference Shares of face value of ' 341.52each.
During the year under review the paid up equity share capital of theCompany was increased consequent upon allotment of following equity shares of the Company:
102000 Equity Shares of face value of ' 10 each were allottedunder PVR Employees Stock Option Scheme 2017 to the specified employee(s) of the Companyat the pre-determined exercise price against same number of options exercised by them;
2908583 Equity Shares of face value of
' 10 each were allotted under Qualified Institutional Placement onOctober 30 2019 at an issue price of ' 1719.05 per share;
1599974 Equity Shares of face value of ' 10 each were allottedat par to M/s. S S Theatres LLP pursuant to the order passed by NCLT (Principal Bench)upon merger of SPI Cinemas Private Limited with the Company.
The paid up equity share capital as on March 31 2020 was '513491450.
During the year under review the Company has not issued any shareswith differential voting rights nor issued sweat equity shares.
7. Details of Employee Stock options
During the year under review your Company introduced PVR EmployeesStock Option Plan 2020 ('PVR ESOP 2020') for issuance of 520000 stock options. PVR ESOP2020 was approved by the Nomination and Remuneration Committee ('NRC') and Board at theirrespective meetings held on January 23 2020 and by the shareholders through postalballot result of which was announced on March 9 2020. Further NRC had on March 11 2020approved grant of 434000 options at an issue price of ' 1500 per option in accordancewith the Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 ('SEBI SBEB Regulations'). However on account of the difficulties facedby the Company due to lock-down imposed by the Government of India and various other StateGovernments above 434000 employee stock options could not be granted to the employees ofthe Company and the same were withdrawn by NRC at its meeting held on June 5 2020.Disclosure pursuant to the Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 for the year ended March 31 2020 is available on the websiteof the Company at www.pvrcinemas.com.
The details of the existing Employees Stock Options Plans are availableon the website of the Company at www.pvrcinemas.com.
Kindly refer financial statements forming part of this Report forfurther details on ESOP Plans/Scheme(s).
8. Credit rating of Securities
The details on credit rating(s) of Securities as availed
by the Company are disclosed in 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 ' 1.56 lakh during the FinancialYear 2019-20 to Investor Education and Protection Fund established by the CentralGovernment in compliance with the Companies Act 2013. The said amount representsunclaimed dividend which was lying with the Company for a period of seven years. Furtherthe Company has transferred 364 shares to Investor Education and Protection Fund Authorityestablished by the Central Government in compliance with the Companies Act 2013.
Any shareholder whose shares or unclaimed dividend have beentransferred to the Fund may claim the shares under provision to Section 124(6) or applyfor refund under Section 125(3)
(a) or under proviso to Section 125(3) as the case may be to theAuthority by making an application in Web Form IEPF - 5 available on websitewww.iepf.gov.in.
10. Changes in Directorships
During the year under review Mr. Sanjay Khanna
Mr. Amit Burman and Mr. Vishal Kashyap Mahadevia
Directors of the Company had resigned from the Board and variouscommittees of the Board effective from April 15 2019 July 26 2019 and March 26 2020respectively due to their pre-occupancy and personal reasons.
Further during the Financial Year 2019-20 Mr. Sanjai Vohra and Mr.Vikram Bakshi were duly appointed/re-appointed as Independent Directors on the board ofthe Company for a period of five years pursuant to the shareholder's approval accorded onJuly 25 2019. Also the appointment of Ms. Deepa Misra Harris Independent Director wasregularised by the shareholder's at their meeting held on July 25 2019.
On October 22 2019 the Company appointed Ms. Pallavi Shardul Shroffas an Independent Director (Additional Director) on the Board of the Company. Ms. PallaviShardul Shroff is the Managing Partner of Shardul Amarchand Mangaldas & Co. with over37 years of extensive experience. Her broad and varied representation of public andprivate corporations and other entities before various national courts tribunals andlegal institutions has earned her national and international acclaim. She is a member ofthe Competition Law Review Committee constituted by the Government of India.
She appears regularly in the Supreme Court and High Courts of Indiaand in arbitrations mediations and international legal disputes. She has recently beenappointed on the ICC (International Chamber of Commerce) Court of Arbitration. She ispresently a Director on the Boards of prestigious companies viz. Apollo Tyres Ltd.Trident Ltd. Asian Paints Ltd. Interglobe Aviation (Indigo Airlines) and One97Communications Ltd. (Paytm). Ms. Shroff was recently conferred the 'Lifetime AchievementAward' at the Chambers India Awards 2019 and also been recognised as one of the MostPowerful Women in Indian Business by Business Today seven years in succession (2013-19).Her appointment as an Independent Director for a period of five years effective October22 2019 is subject to the approval by the shareholders in the ensuing Annual GeneralMeeting of the Company. The Board recommends her appointment to the shareholders. Furthernecessary detail as required under Regulation 36 of Listing Regulations is included in theNotice calling the ensuing Annual General Meeting.
Post the closure of Financial Year 2019-20 the Board had appointed Mr.Anish Saraf as an Additional Director (Non-executive Director) effective June 8 2020. Mr.Saraf is based in Mumbai joined Warburg Pincus in 2006 and has since been working withthe Firm's Indian affiliate. He is involved in the Firm's investment advisory activitiesin India and evaluates opportunities in Real Estate Industrial and Consumer sectors inIndia. Prior to joining Warburg Pincus Mr. Saraf started his own mild steel manufacturingbusiness. He is a Director of Kalyan Jewellers India Limited PRL Developers PrivateLimited BIBA Apparels Private Limited Hamstede Living Private Limited and R. RetailVentures Private Limited. Mr. Saraf holds a Chartered Accountancy degree from theInstitute of Chartered
Accountants of India and an M.B.A. from the Indian Institute ofManagement Ahmedabad. His appointment is currently up to the ensuing Annual GeneralMeeting. The Board recommends his appointment to the shareholders. Further necessarydetail as required under Regulation 36 of Listing Regulations is included in the Noticecalling the ensuing Annual General Meeting.
Pursuant to Section 149 read with Section 152 and other applicableprovisions if any of the Companies Act 2013 one-third of the retirable Directors shallretire every year and if eligible may offer for re-appointment. Consequently
Mr. Ajay Bijli who retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment in accordance with theprovisions of the Companies Act 2013. The Board recommends his re-appointment.
The Company has received necessary declarations from each IndependentDirector of the Company under Section 149 (7) of the Companies Act 2013 confirming thatthey meet the criteria of independence as laid down in Section 149 (6) of the CompaniesAct 2013 and that of Listing Regulations.
The Independent Directors have also confirmed that they have registeredtheir names in the Independent Directors' Databank. Further the Board members aresatisfied with regard to integrity expertise and experience (including the proficiency)of the Independent Directors of the Company.
In addition to above the Company has in place a Code of Conduct whichis applicable to the Members of the Board and all employees in the course of day to daybusiness operations of the Company. The Company believes in 'Zero Tolerance' againstbribery corruption and unethical dealings/behaviours of any form and the Board has laiddown the directives to counter 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 onthe Company's website.
The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. All the Board Members and the SeniorManagement Personnel have confirmed compliance with the Code.
11. Key Managerial Personnel
The Key Managerial Personnel (KMP) of the Company as per Section 2(51)and 203 of the Companies Act 2013 are as follows:
|Name of the Employee ||Designation |
|Mr. Ajay Bijli ||Chairman cum Managing Director |
|Mr. Pankaj Dhawan ||Company Secretary cum Compliance Officer |
|Mr. Nitin Sood ||Chief Financial Officer |
There is no change in KMP's during the year under review.
12. Meetings of the Board of Directors
During the Financial Year 2019-20 the Board of Directors had met sixtimes. The details of Board Meetings and Committee Meetings are given in the CorporateGovernance Report.
13. Audit Committee
As on March 31 2020 the Audit Committee comprised of the followingindependent directors:
Mr. Sanjai Vohra Chairperson;
Ms. Deepa Misra Harris Member; and
Mr. Vikram Bakshi Member.
It is further confirmed that the recommendations of Audit Committee asmade 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 the Companies Act 2013 the policy on appointment of Board Members including criteriafor determining qualifications positive attributes independence of a director andremuneration of directors KMP and other employees is annexed as Annexure '2' whichforms part of this Report. There has been no change in the Policy during the current year.
15. Performance Evaluation of the Board itsCommittees and Directors
Pursuant to applicable provisions of the Companies Act 2013 andListing Regulations the Board in consultation with its Nomination & RemunerationCommittee has formulated a framework containing inter alia the criteria forperformance evaluation of the entire Board its Committees and Individual Directorsincluding Independent Directors.
In order to evaluate the performance and various aspects of thefunctioning of the Board and its Committees viz. adequacy of the constitution compositionof the Board and its Committees etc. are assessed matters addressed in the Board andCommittee Meetings processes followed at the meetings regulatory compliances andCorporate Governance etc. are reviewed. Similarly for evaluation of Directors'performance their profile contribution in Board and Committee Meetings execution andperformance of specific duties obligations regulatory compliances and governance areevaluated.
During the Financial Year under review the Independent Directors hadmet separately without the presence of any Non-independent Director and the members ofmanagement and discussed inter alia the performance of Non-independent Directorsand Board as a whole and reviewed the performance of the Chairman of the Company.
The performance evaluation of all the Independent Directors have beendone by the entire 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 requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure '3' whichforms part of this Report.
In terms of Section 136 of the Act the report and accounts are beingsent to the Members and others entitled thereto excluding the information on employeesparticulars which is available for inspection by the members at the registered office ofthe Company during business hours on working days of the Company from the date of thisReport up to the date of ensuing Annual General Meeting. Any member interested inobtaining such particulars may write to the Company Secretary and the same will be madeavailable on request.
17. Directors' Responsibility Statement
Pursuant to requirements of Section 134(3) (c) of the Companies Act2013 with respect to Directors' Responsibility Statement the Directors confirm:
(a) That in the preparation of the annual accounts the applicableaccounting standards have been followed and no material departures have been made from thesame;
(b) That such accounting policies have been selected by them andapplied them consistently and made judgements and estimates that are reasonable andprudent so
as to give a true and fair view of the state of affairs
of the Company as at March 31 2020 and of the profit and
loss of the Company for the year ended 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 anddetecting fraud and other irregularities;
(d) That the annual accounts have been prepared by them on a goingconcern 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 compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
18. Internal Financial Control and their adequacy
The Company has an internal control system commensurate with the sizescale and complexity of its operations. The Company has in place adequate controlsprocedures and policies ensuring orderly and efficient conduct of its business includingadherence to the Company's policies safeguarding of its assets prevention and detectionof frauds and errors accuracy and completeness of accounting records and timelypreparation of reliable financial information. Further Audit committee interacts with thestatutory auditors internal auditors and management in dealing with matters within itsterms of reference. During the year under review such controls were assessed and noreportable material weakness in the design or operations were observed. Accordingly theBoard is of the opinion that the Company's internal financial controls were adequate andeffective during Financial Year 2019-20.
Kindly refer Statutory Auditor Report on internal financial controlsforming part of this Annual Report for Auditors opinion on internal financial controls.
19. Details in respect of frauds reported by Auditors other than thosewhich are reportable to the Central Government
The Statutory Auditors and Secretarial Auditors of the Company have notreported any frauds to the Audit committee or the Board of Directors under Section 143(12) of the Companies Act 2013 including rules made thereunder.
20. Report on the Performance & Financial Position of Subsidiaries
As on March 31 2020 following is the list of subsidiaries of theCompany:
|Sl. No. ||Name of the Company |
|1 ||PVR Pictures Limited |
|2 ||Zea Maize Private Limited |
|3 ||P V R Lanka Limited |
|4 ||SPI Entertainment Projects (Tirupati) Private Limited |
Further PVR Middle East FZ LLC a wholly-owned subsidiary of theCompany was dissolved effective January 30 2020.
In terms of Companies Act 2013 your Company does not have any directassociate Company or joint venture Company during the Financial Year 2019-20.
Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of theCompanies (Accounts) Rules 2014 report on performance and financial position ofsubsidiaries in prescribed Form AOC-1 is annexed as per Annexure '4' which formspart of this Report.
In terms of provisions under Section 136 of the Companies Act 2013audited accounts of the subsidiary companies are placed on the website of the Company atwww.pvrcinemas.com.
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 theFinancial Year 2019-20 in terms of Chapter V of the Companies Act 2013.
22. Particulars of Loans Guarantee or Investment under Section 186 ofthe Companies Act 2013
Pursuant to Section 134(3)(g) of the Companies Act 2013 a statementcontaining details of loans guarantee and investment made under Section 186 of theCompanies Act 2013 for the Financial Year 2019-20 is given in the financial statementsforming part of this Annual Report.
23. Contracts or arrangements with Related Parties under Section 188(1)of the Companies Act 2013
With reference to Section 134(3)(h) of the Companies Act
2013 all contracts and arrangements with related parties under Section188(1) of the Companies Act 2013 entered by the Company during the year under reviewwere in the ordinary course of business or/and on an arm's length basis.
During the Financial Year 2019-20 the Company has not entered into anycontract or arrangement with related parties which could be considered 'material'according to the Policy of the Company on Materiality of Related Party Transactions.
Your attention is also drawn to the Related Party Disclosures set outin the Financial Statements forming part of this Annual Report.
24. Details of Policy developed and implemented on Corporate SocialResponsibilities (CSR) initiatives
The Company has in place a CSR Policy in line with Schedule VII of theCompanies Act 2013. As per the policy the CSR activities are carried by PVR Nest whichfocuses inter alia on:
(a) Education and social development of the most vulnerable sections ofour society;
(b) Hunger Poverty Malnutrition and Health;
(c) Sanitation and Safety;
(d) Gender Equality; and
(e) Environmental Sustainability
A report on CSR activities is furnished in Annexure '5A & 5B' whichforms part of this Report.
25. Conservation of Energy Technology AbsorptionForeign Exchange Earning and Outgo
Pursuant to the provisions of Section 134 of Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 the details of Conservation ofEnergy Technology Absorption Foreign Exchange Earning and Outgo are attached as Annexure'6' which forms part of this Report.
26. Development and Implementation of RiskManagement
Risk management is embedded in PVR's operating framework.
The Company believes that risk resilience is key to achieving highergrowth. To this effect there is a process in place to identify key risks across theCompany and prioritise relevant action plans to mitigate these risks.
The Company has duly approved a Risk Management Policy. The objectiveof this Policy is to have well-defined approach to risk. The Policy lays down broadguidelines for timely identification assessment and prioritisation of risks affecting theCompany in the short and foreseeable future.
The Policy suggests framing an appropriate response action for the keyrisks identified so as to make sure that risks are adequately addressed or mitigated. Thesaid Policy is also available on the website of the Company.
In terms of Regulation 21(3A) of Listing Regulations a meeting of theRisk Management Committee of the Company was held during the year under review wherein themanagement confirmed that the Company on regular basis assesses evaluates and monitorsthe risks-both internal and external associated with various aspects of its business andtakes necessary mitigating steps wherever possible to manage such risks.
Detailed discussion on Risk management forms part of ManagementDiscussion & Analysis Report under the section 'Risks and Concerns' which forms partof this Annual Report.
At present in the opinion of the Board of Directors there are norisks which may threaten the existence of the Company.
27. Disclosure on Vigil Mechanism
The Company has a vigil mechanism through Whistle-Blower Policy to dealwith instance of fraud and mismanagement if any. The Company is committed to the higheststandards of Corporate Governance and stakeholder responsibility. The Company hasWhistle-Blower Investigation Committee which provides for adequate safeguards againstvictimisation of persons and also provides for direct access to the Chairman of the AuditCommittee and also to the members of the Committee.
The Policy ensures that strict confidentiality is maintained whiledealing with concerns and also that no discrimination will be meted out to any person fora genuinely raised 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 materialorders passed by the regulators or courts or tribunals impacting the going concern statusand Company's operations in future.
29. Statutory Auditors and their Report
Pursuant to the provisions of Section 139 of the Companies Act 2013M/s. B S R & Co. LLP Chartered Accountants (Firm Registration Number:101248W/W-100022) were appointed as statutory Auditors of the Company for a term of fiveconsecutive years to hold office from the conclusion of the twenty-second Annual Generalmeeting held on July 24 2017 until the conclusion of twenty-seventh Annual Generalmeeting of the Company.
Pursuant to Sections 139 and 141 of the Companies Act 2013 andrelevant rules prescribed thereunder the Auditors have confirmed that their appointmentwould be within the limits laid and as per the term provided under the Act that they arenot disqualified for such appointment under the provisions of applicable laws and alsothat there are no pending proceedings against them or any of their partners with respectto professional matters of conduct.
The Auditor have also confirmed that they have subjected themselves tothe peer review process of the Institute of Chartered Accountants of India (ICAI) andholds a valid certificate issued by Peer Review Board of the ICAI.
M/s. B S R & Co. LLP Chartered Accountants have submitted theirreport on the financial statements of the Company for the Financial Year 2019-20 whichforms part of this Report.
They have issued an unmodified Audit opinion without any qualificationreservation or adverse remark.
30. Secretarial Auditors and their Report
M/s. Arun Gupta & Associates Company Secretaries were appointedas Secretarial Auditors of the Company for the Financial Year 2019-20 pursuant to Section204 of the Companies Act 2013. The Secretarial Audit Report submitted by them inprescribed Form MR-3 is annexed as Annexure '7' to this Report.
There are no qualifications or observations or other adverse remarks ordisclaimer of the Secretarial Auditors in the report for the Financial Year 2019-20.
31. Compliance with Secretarial Standard
Pursuant to the provisions of Section 118 of the Companies Act
2013 the Company has materially complied with the applicableprovisions of the Secretarial Standards on meetings of the board of directors and generalmeetings as issued by the Institute of Company Secretaries of India.
32. Annual Return
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) ofthe Companies (Management and Administration) Rules
2014 the extract of Annual Return as on March 31 2020 in theprescribed Form No. MGT-9 is annexed as Annexure '8' and forms part of this Report.
33. Consolidated Financial Statements
The Company has prepared consolidated financial statements inaccordance with applicable accounting standards and Companies Act provisions. The same arepresented in addition 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 Harassmentat the Workplace in line with the requirements of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition & Redressal) Act 2013.
Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The following is a summary of sexualharassment complaints received and disposed off during the year.
|Particulars ||Nos. |
|Number of complaints pending at the beginning of the year ||0 |
|Number of complaints received during the year ||24 |
|Number of complaints disposed off during the year ||22 |
|Number of cases pending at the end of the year ||2# |
# These complaints were received in first week of March 2020. While thefirst round of inquiry was conducted with complainants and respondents however due tonational lockdown inquiry could not be completed hence as of March 31 2020 the samewere pending.
35. Business Responsibility Report
As stipulated under the Listing Regulations the BusinessResponsibility Report describing the initiatives taken by the Company from EnvironmentalSocial and Governance perspective is presented in a separate section forming part of theAnnual Report.
36. Management Discussion and Analysis Report
Pursuant to Regulation 34 of the Listing Regulations the ManagementDiscussion and Analysis Report for the year under review is presented in a separatesection forming integral part of this Annual Report.
37. Corporate Governance
The Company is committed to uphold the highest standards of corporategovernance and believes that the business relationship can be strengthened throughcorporate fairness transparency and accountability. Your Company complies with all themandatory provisions of the Listing Regulations.
The Report on Corporate Governance is placed in a separate sectionforming part of the Annual Report alongwith a certificate received from a PracticingCompany Secretary and forms integral part of this Report. A certificate from Chairman cumManaging Director and Chief Financial Officer of the Company confirming the correctnessof the financial statements compliance with Company's Code of Conduct and adequacy of theinternal control measures as enumerated and reporting of matters to the Audit Committee interms of Listing Regulations is also attached and forms part of this Report.
The Directors express their deep sense of appreciation for thecontribution made by the employees both at corporate and cinema level to the significantimprovement in the operations of the Company. Their dedicated efforts and enthusiasm havebeen pivotal to the growth of the Company. The Directors also thank all the stakeholdersincluding members customers lenders vendors investors business partners and state andcentral governments bankers contractors vendors credit rating agencies legalcounsels Stock Exchanges Registrar and Share Transfer Agent for their continuedco-operation and support and their confidence in its management.
| ||For and on behalf of the Board of Directors |
| ||of PVR Limited |
| ||Ajay Bijli |
| ||Chairman cum Managing Director |
|Place: New Delhi || |
|Date: June 8 2020 || |