DIRECTORS' REPORT
To
The Members
Eros International Media Limited
Your Board of Directors are pleased to present 31st Annual Report of Eros
International Media Limited (hereinafter referred to as "the Company") covering
the business, operations and Audited Financial Statements of the Company for the financial
year ended 31 March 2025.
1. FINANCIAL RESULTS
The Financial Performance of your Company for the year ended 31 March 2025 is
summarized below:
|
(Rs. in Lakh) |
Particulars |
Standalone Year Ended |
Consolidated Year Ended |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Sales and other Income |
15,894 |
19,142 |
31,650 |
18,941 |
Profit / (Loss) before exceptional items & tax |
(672) |
(47,094) |
11,892 |
(40,525) |
Exceptional (loss)/ gain |
Nil |
Nil |
Nil |
Nil |
Profit / (Loss) Before Tax |
(672) |
(47,094) |
11,892 |
(40,525) |
Less: Tax Expenses / (Credit) |
341 |
879 |
390 |
1078 |
Net Profit / (Loss) from the year from continuing operation |
(1,013) |
(47,973) |
11,502 |
(41,603) |
Profit / (Loss) for the year attributable to: |
|
|
|
|
Equity shareholders of the Company |
- |
- |
11502 |
(41,481) |
Non-controlling interests |
- |
- |
- |
(122) |
Other comprehensive income (net of taxes) |
(4) |
5 |
2929 |
1,509 |
Total comprehensive income/ (loss) for the year |
(1,017) |
(47,968) |
14,431 |
(40,094) |
Attributable to: |
|
|
|
|
Equity shareholders of the Company |
- |
- |
14,431 |
(39,974) |
Non-controlling interests |
- |
- |
- |
(120) |
EPS (Diluted) in ' |
(1.06) |
(50.02) |
11.99 |
(43.37) |
2. FINANCIAL PERFORMANCE
On a consolidated basis, the Company has recorded revenues of Rs.31,650 Lakh which is
increased by 67%% as compared to previous year of Rs.18,941 Lakh. The profit before tax
amounted to Rs.11,892 Lakh as against previous year loss of Rs.40,525 Lakh. The profit
after tax attributable to equity shareholders was Rs.11,502 Lakh as compared to previous
year's loss of Rs.41,603 Lakh. Diluted EPS increased to Rs.11.99 as compared to previous
year Rs.(43.37).
On standalone basis, the Company has recorded lower revenues of Rs.15,894 Lakh which
was lower by 57.59% as compared to previous year of Rs.19,142 Lakh. However, for current
financial year, the loss before tax amounted to Rs.672 Lakh as against loss in the
previous year of Rs.47,094 Lakh. The loss after tax stood at Rs.1,013Lakh as compared to
previous year loss of Rs.47,973 Lakh. Diluted EPS decreased to Rs.(1.06) as compared to
previous year Rs.(50.02).
3. OPERATIONAL PERFORMANCE
We continue as a global company in the Indian film entertainment industry that
co-produces, acquires and distributes Indian language films in multiple formats worldwide.
We have a multiplatform business model and derive revenues from multiple distribution
channels.
Our content strategy leverages on multi-verse unique IP development, high concept, new
talent films, franchises and multilanguage co-productions. The Indian audience's
propensity to consume content in local language has been increasing, and in recent times
regional films are breaking language barriers as they cross over with dubbed versions to
other markets especially the Hindi market. The regional industry also has strong releases
in the next year and the market is only expected to expand further.
Our Company's key asset is a film library of over huge number of films. In an effort to
reach a wide range of audiences, we maintain rights to a diverse portfolio of films
spanning various genres, generations and languages. These include rights to films in Hindi
and several regional languages, Tamil, Telugu, Kannada, Marathi, Gujarati, Bengali,
Malayalam and Punjabi. We have strong operational focus in syndication and monetization of
these film and Music Rights as part of our business development and operations.
Key highlights of above transaction are as follows:
• Strong near-term revenue growth and significant reduction in net debt.
• Market Opportunities with large Content library and two main verticals: Studio,
Digital and Music.
Financial Results have been delayed for F.Y 202425 as we were facing some unprecedented
technical difficulties with our financial accounting system. As a result of the same, our
staff and statutory auditors are incapacitated and unable to generate the requisite
information for finalization of accounts within the stipulated timelines. This resulted in
suspension of trading w.e.f. 13th December 2024.
4. DIVIDEND
In view of losses, your Directors do not recommend any dividend to it's members for the
financial year 2024-25.
The Dividend Distribution policy adopted by the Company in terms of SEBI (Listing
Obligations & Disclosures Requirements) Regulations, 2015 ("SEBI Listing
Regulations"). This Policy is uploaded on the website of the Company at
www.erosmediaworld.com.
5. RESERVES
The Company has not transferred any amount to the general reserve during the current
financial year.
6. EMPLOYEES' STOCK OPTION SCHEME
During the year under review, there have been no grants made by the Company to any of
the eligible employees of the Company.
During the year under consideration no ESOP's were granted to any of the employees.
The statutory disclosures as mandated under the Act and SBEB&SE Regulation and a
certificate from Secretarial Auditors, confirming implementation of the Scheme in
accordance with SBEB&SE Regulations and shareholder's resolution have been hosted on
the website of the Company at www.erosmediaworld.com.
7. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
As on 31 March 2025, the Company has 9 subsidiaries. There has been no material change
in the nature of the business of the Company and its subsidiaries. Pursuant to the
provisions of Section 1 29(3) of the Act, read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing salient features of the financial statements of the
Company's subsidiaries and joint venture, its performance and financial position is
provided in the prescribed Form AOC-1 attached to this Report as Annexure A.
None of the subsidiary companies except Copsale Limited (a British Virgin Island
Company) are material subsidiary in terms of Regulation 16(c) of the SEBI Listing
Regulations (as amended) and in accordance with Company's policy on "Determination of
material subsidiaries", which is uploaded on the website of the Company at
www.erosmediaworld.com.
In accordance with Section 136 of the Act, the financial statements of the subsidiary
companies are available for inspection by the members at the Registered Office of the
Company during business hours on all days except Saturdays, Sundays and public holidays
between 11:00
a.m. to 1:00 p.m. up to the date of the AGM of the Company. Any member desirous of
obtaining a copy of the said financial statements may write to the Company
Secretary at the Registered Office of the Company.
The financial statements including the consolidated financial statements, financial
statements of subsidiaries and all other documents required to be attached to this report
have been uploaded on the website of the Company at www.erosmediaworld.com.
8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As reported in the previous year, Mr. Dhirendra Swarup (DIN: 02878434) ceased to be the
Independent Director of the Company w.e.f 27th September, 2024. The Board
placed on record its gratitude for his valuable contributions during his tenure as a
Director of the Company. Mr. Arun Pawar (DIN: 03628719) ceased to be the Independent
Director of the Company w.e.f 11th February, 2025. The Board placed on record
its gratitude for his valuable contributions during his tenure as a Director of the
Company.
Mr. Sunil Lulla (DIN: 00243191) ceased to be the Vice Chairman and Managing Director of
the Company w.e.f 31 July, 2024. The Board placed on record its gratitude for his valuable
contributions during his tenure as a Director of the Company.
In accordance with the provisions of Section 152(6) of the Act and in terms of the
Articles of Association of the Company, Mr. Vijay Thaker, Executive Director (DIN:
01867309) retires by rotation at the ensuing AGM and being eligible, has offered himself
for reappointment.
As per the provisions of the Act, Independent Directors have been appointed for a
period of five (5) years and shall not be liable to retire by rotation. All other
Directors, except Managing Director, are liable to retire by rotation at the AGM of the
Company.
The brief details of the Directors proposed to be appointed/ reappointed as required
under Secretarial Standard 2 issued by the Institute of Company Secretaries of India and
Regulation 36 of the SEBI Listing Regulations is provided in the Notice convening AGM of
the Company.
All the Directors of the Company have confirmed that they are not disqualified to act
as Director in terms of Section 164 of the Act.
As on the date of this Report, Mr. Pradeep Dwivedi, Executive Director & CEO, Mr.
Vijay Thaker, Executive Director and Chief Finance Officer (CFO), Mr. Akshay Atkulwar
VP-Company Secretary & Compliance Officer are the Key Managerial Personnel of your
Company in accordance with the provisions of Section 2(51), read with Section 203 of the
Act. Mr. Sunil Lulla resigned on 31st July 2024.
Declaration of Independence by Independent Directors & adherence to the Company's
Code of Conduct for Independent Directors
All Independent Directors of the Company have given requisite declarations under
Section 149(7) of the Act, that they meet the criteria of independence as laid down under
Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1) (b) of SEBI
Listing Regulations and have complied with the Code of Conduct of the Company as
applicable to the Board of Directors and Senior Managers. In terms of Regulation 25(8) of
the SEBI Listing Regulations, the Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exists or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence. The Company has received
confirmation from all the Independent Directors of their registration on the Independent
Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of
Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014.
Board Meetings conducted during the year
The Board met Five (4) times during the financial year under review, the details of
which are given in the Corporate Governance Report that forms part of this Report.
Constitution of various Committees
The Board of Directors of the Company has constituted following Committees:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders Relationship Committee
d. Corporate Social Responsibility Committee
e. Management Committee
Details of each of the Committees stating their respective composition, terms of
reference and others are uploaded on our website at www.erosmediaworld. com and are stated
in brief in the Corporate Governance Report attached to and forming part of this Report.
SEBI Show Cause Matter
The Company received an Interim Ex-Parte Order dated June 22, 2023, from the Securities
and Exchange Board of India ("SEBI") ("Interim Ex-Parte Order")
levelling certain allegations and imposing certain restrictions on the company and some of
its Directors. The company filed an appeal against the Interim Ex-Parte Order before the
Securities Appellate Tribunal ("Hon'ble SAT") and by an order dated August 22,
2023, the Hon'ble SAT without going into the merits of the said appeal directed the
company to file its reply along with an application for vacating the Interim Ex-Parte
Order before SEBI. The company filed its reply as per the directions of the Hon'ble SAT On
October 13, 2023, SEBI passed an order confirming the Interim Ex-Parte Order
("Confirmatory Order"). The Confirmatory Order also stipulated that the
investigation by SEBI shall be completed within a period of 6 months from the date of the
Confirmatory Order.
On November 27, 2023, the company filed an appeal with the Hon'ble SAT against the
Confirmatory Order and sought stay of the implementation and enforcement of the
Confirmatory Order passed by SEBI as well as seeking directions against SEBI from taking
any coercive steps against the company. On June 28, 2024, the Hon'ble SAT disposed of
company's appeal by directing SEBI to issue a show cause notice within an outer period of
3 weeks and also directed adjudication of the same within 5 months of the receipt of a
reply from the company. A Show Cause Notice dated July 16, 2024, was received by the
company on July 18, 2024 ("SCN"). The company is seeking information,
clarifications and documents in relation to the SCN from SEBI as well as exploring legal
recourses available with it against the SCN.
As on date, while the Company continues to comply with the directions passed by SEBI in
its Interim Ex-Parte Order and Confirmatory Order, it has filed an appeal before the
Securities Appellate Tribunal (SAT) against SEBI's deliberate inaction with regard to
disclosure of materials relied on in the SCN on May 08, 2025. The appeal was heard on June
24, 2025, wherein the Hon'ble SAT ordered SEBI to file its reply within three weeks and
the Company to file a rejoinder within two weeks thereafter. SEBI has filed its reply. The
Company is in process of filing rejoinder in next date of hearing.
Pending filing of the reply to the SCNs and finalization of the proceedings, the
impact, if any, on the financial results for the period ended March 31, 2025, is presently
not ascertainable. While uncertainty exists regarding outcome of the proceedings, the
Company after considering all available information and facts as of date, has not
identified the need for any adjustments.
Further to above, the search operations carried out u/s 37(3) of Foreign Exchange
Management Act, 1999 at the Registered Office of the Company by the Enforcement
Directorate, Mumbai, which ended on February 06, 2025.
The Company continues to operate in the normal course of business and shall continue to
co-operate with the authorities.
Annual Evaluation of Board, its Committees and Individual Directors
The Company has devised a Policy for performance evaluation of the Board, its
Committees and other individual Directors (including Independent Directors) which includes
criteria for Performance Evaluation of the Non-Executive Directors and Executive
Directors. The evaluation process inter alia considers attendance of Directors at Board
and Committee Meetings, acquaintance with business, communicating inter se Board Members,
effective participation, domain knowledge, compliance with code of conduct, vision and
strategy, benchmarks established by global peers, etc., which is in compliance with
applicable laws, regulations and guidelines.
The Board carried out annual evaluation of the performance of the Board, its Committees
and Individual Directors and Chairman. The Chairman of the respective Board Committees
shared the report on evaluation with the respective Committee Members. The performance of
each Committee was evaluated by the Board, based on report on evaluation received from
respective Board Committees. The reports on performance evaluation of the individual
directors were reviewed by the Chairman of the Board.
Familiarization Programme for Independent Directors
Familiarization Programme for Independent Directors is mentioned at length in Corporate
Governance Report attached to this Report and the details of the same have also been
disclosed on the website of the Company at www.erosmediaworld.com.
Policy on appointment and remuneration and other details of directors
The remuneration paid to the Directors is in line with the Nomination and Remuneration
Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI
Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force).
The Company's policy on directors' appointment and remuneration and other matters as
provided in Section 178(3) of the Act has been disclosed in the Corporate Governance
Report, which forms part of this Report.
A detailed statement of disclosure required to be made in accordance with the
Nomination and Remuneration Policy of the Company, disclosures as per the Act and
applicable Rules thereto is attached to this Report as Annexure B hereto and forms
part of this Report.
On Standalone Financials:
9. AUDITORS & AUDITORS' REPORT
Statutory Auditors
At the 28th Annual General Meeting of the Company, the Members approved the
appointment of M/s. Haribhakti & Co. LLP Chartered Accountants (Firm Registration No.
103523W/W100048) as the Statutory Auditors of the Company, to hold office for a period of
5 (five) years from the 28th Annual General Meeting of the Company till the
conclusion of the 33rd Annual General Meeting of the Company, in terms of the
applicable provisions of Section 139(1) of the Act read with the Companies (Audit and
Auditors) Rules, 2014.
Auditors' Report
The report given by Haribhakti & Co. LLP, Chartered Accountants, Statutory Auditors
on financial statements of the Company for FY25 is part of the Annual Report. The
Statutory Auditors have qualified the Standalone and Consolidated Financials of the
Company in their Statutory Audit Report. The explanations or comments by the Board on the
Statutory Audit qualifications pursuant to Section 134(3)(f) of the Act and SEBI Listing
Regulations are as follows:
Qualification |
Explanation |
As As stated in Note 51 to the Statement, the Company has long overdue
trade receivables from group entities, amounting to Rs.15,189 Lakhs (net of payable of
Rs.29,239 Lakhs) from Eros Worldwide FZE (formerly known as Eros Worldwide FZ LLC)
("EWW"), Rs.7,448 Lakhs (net of payable of Rs.329 Lakhs) from Eros International
Limited UK and Rs.3,246 Lakhs from Eros International USA Inc. As stated in the said note,
considering the financial position and performance of the aforesaid entities, the Company
has made the overall provision of Rs.25,884 Lakhs for net trade receivables for expected
credit loss during the year ended March 31, 2025. Further, the Company has filed
application with Reserve Bank of India ("RBI") through Authorized Dealers to
condone the delay and not to charge any fine or penalty for delay in realization of
outstanding export invoices as also setting off trade payables against trade receivables
and permit net remittance due from EWW Rs.15,189 Lakhs. |
The parent company of aforesaid entities i.e. Eros Media World PLC is
committed to continue to support these entities. Further, based on the future business
plan of EWW, management is confident of recovery of above dues. During the year,
considering the financial position and performance of the aforesaid entities, the company
has made overall provisions of Rs.25,884 Lakhs for net debit balance for expected credit
loss on prudence basis. |
Pending outcome of the above, impact, if any, on the Statement for the
year ended March 31, 2025 is currently not ascertainable. |
|
As stated in Note 54 to the Statement, the Securities and Exchange
Board of India ("SEBI") has passed Interim Ex-Parte order dated June 22, 2023
and thereafter Confirmatory Order dated October 13, 2023 against which an appeal was filed
by the Company with Securities Appellate Tribunal ("SAT"), which was
disposed-off with the direction for SEBI to issue Show Cause Notice ("SCN") and
to complete investigation in stipulated period of time. The Company is in the process of
responding to the SCN after seeking information from SEBI. Content advances as on March
31, 2025 includes those given to certain parties and aggregating to Rs.1,01,628 Lakhs (Rs.
3,316 Lakhs, net of impairment and write-off) which are subject matter of scrutiny and
investigation by SEBI alongwith other matters as mentioned in the aforesaid Confirmatory
Order. |
As on date, the Company continues to comply with the directions passed
by SEBI in its Interim Ex-Parte Order and Confirmatory Order. Pending filing of the reply
to the SCNs and finalization of the proceedings, the impact, if any, on the standalone
financial results for the year ended March 31, 2025, is presently not ascertainable. While
uncertainty exists regarding outcome of the proceedings, the Company after considering all
available information and facts as of date, has not identified the need for any
adjustments. |
As stated in Note 54 to the Statement, search operations were carried
out u/s 37(3) of Foreign Exchange Management Act, 1999 at the Registered Office of the
Company by the Enforcement Directorate, Mumbai, which ended on February 06, 2025. |
|
Pending completion of proceedings and investigation, we are unable to
comment on the possible consequential effects thereof, if any, on the Statement for the
year ended March 31, 2025. |
|
On Consolidated Financials:
Qualification |
Explanation |
As stated in Note 6 to the Statement, the Parent has long overdue
trade receivables from group entities, amounting to Rs.15,189 Lakhs (net of payable of
Rs.28,239 Lakhs) from Eros Worldwide FZE (formerly known as Eros Worldwide FZ LLC)
("EWW"), Rs.7,448 Lakhs (net of payable of Rs.329 Lakhs) from Eros International
Limited UK and Rs.3,246 Lakhs from Eros International USA Inc. As stated in the said note,
considering the financial position and performance of the aforesaid entities, the Parent
has made the overall provision of Rs.25,884 Lakhs for net trade receivables for expected
credit loss as on March 31, 2024. Further, the Parent has filed application with Reserve
Bank of India ("RBI") through Authorized Dealers to condone the delay and not to
charge any fine or penalty for delay in realization of outstanding export invoices as also
setting off trade payables against trade receivables and permit net remittance due from
EWW Rs.15,189 Lakhs. |
The parent company of aforesaid entities i.e. Eros Media World PLC is
committed to continue to support these entities. Further, based on the future business
plan of EWW, management is confident of recovery of above dues. During the year,
considering the financial position and performance of the aforesaid entities, the company
has made overall provisions of Rs. 25,884 Lakhs for net debit balance for expected credit
loss on prudence basis. |
Pending outcome of the above, impact, if any, on the Statement is
currently not ascertainable. |
|
As stated in Note 9 to the Statement, as regards non-availability of
financial statement of one of the subsidiary company for the reasons stated in the said
Note, which is not considered for consolidation in the attached Statement, which is a
non-compliance of Ind AS 110 and Regulation 33 of Listing Regulations, as amended.
Consequently, we are unable to determine the impact of such non-compliance on the profit,
earnings per share for the year ended March 31, 2025 and investment in subsidiary,
reserves and surplus as at March 31, 2025. |
Management has concluded that, in the absence of reliable financial
information, consolidation of CYPPL could not be carried out without compromising the
integrity and reliability of the Group's consolidated financial statements. Accordingly,
necessary adjustments has been given in the Other Equity and Non-controlling Interests. |
As stated in Note 10 to the Statement, the Securities and Exchange
Board of India ("SEBI") has passed Interim Ex-Parte order dated June 22, 2023
and thereafter Confirmatory Order dated October 13, 2023 against which an was appeal filed
by the Parent with Securities Appellate Tribunal ("SAT"), which was disposed-off
with the direction for SEBI to issue Show Cause Notice ("SCN") and to complete
investigation in stipulated period of time. The Parent is in the process of responding to
the SCN after seeking information from SEBI. Content advances as on March 31, 2025
includes those given to certain parties and aggregating to Rs.1,01,628 Lakhs (' 3,316
Lakhs, net of impairment and write-off) which are subject matter of scrutiny and
investigation by SEBI alongwith other matters as mentioned in the aforesaid |
As on date, the Company continues to comply with the directions passed
by SEBI in its Interim Ex-Parte Order and Confirmatory Order. Pending filing of the reply
to the SCNs and finalization of the proceedings, the impact, if any, on the standalone
financial results for the year ended March 31, 2025, is presently not ascertainable. While
uncertainty exists regarding outcome of the proceedings, the Company after considering all
available information and facts as of date, has not identified the need for any
adjustments. |
Confirmatory Order. |
|
As stated in Note 10 to the Statement, search operations were also
carried out u/s 37(3) of Foreign Exchange Management Act, 1999 at the Registered Office of
the Parent by the Enforcement Directorate, Mumbai, which ended on February 06, 2025. |
|
Pending completion of proceedings and investigation, we are unable to
comment on the possible consequential effects thereof, if any, on the Statement for the
year ended March 31, 2025. |
|
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has
appointed C R Bhagwat & Associates, a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company for the financial year 2024-25. The
Secretarial Audit Report for the financial year ended 31 March 2025 in the prescribed Form
MR - 3 is attached to this Report as Annexure C, which is self-explanatory.
Internal Auditor
The Company has appointed M/s. Patni Mandhana & Associates as the Internal Auditor
of the Company.
Reporting of frauds by Auditors
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor
has reported to the Audit Committee under Section 143(12) of the Act any instances of
fraud committed against the Company by its officers or employees.
10. PARTICULARS OF EMPLOYEES
The requisite disclosures in terms of the provisions of Section 197 of the Act read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 along with statement showing names and other particulars of employees drawing
remuneration in excess of the limits prescribed under the said Rules is attached to this
Report as Annexure D.
11. LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans given, investments made or guarantees given or security provided
by the Company as required under Section 186(4) of the Act and the SEBI Listing
Regulations are contained in Notes to the Standalone Financial Statements of the Company
forming part of this Annual Report.
12. RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and SEBI Listing Regulations, your Company has
formulated policy on Related Party Transactions duly approved by the Board, which is also
available on the Company's website at www.erosmediaworld.com. The Policy intends to ensure
that proper reporting, approval and disclosure processes are in place for all transactions
between the Company and Related Parties.
All contracts/arrangements/transactions entered by the Company during the financial
year with related parties were on an arm's length basis, in the ordinary course of
business and in compliance with the applicable provisions of the Act and SEBI Listing
Regulations. Prior omnibus approval had been obtained for the transaction which are
foreseeable and repetitive in nature and such transactions are reported on a quarterly
basis for review by the Audit Committee as well as the Board.
Pursuant to Section 134 of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014, the particulars of contracts/ arrangements/transactions entered into with
related parties during the financial year 2024-25 in terms of Section 188(1) of the Act
and applicable Rules made thereunder, in the prescribed Form AOC-2 is attached to this
Report as Annexure E.
All other contracts/arrangements/transactions with related parties, are in the usual
course of business and at arm's length basis and stated in Notes to Accounts to the
Financial Statements of the Company forming part of this Annual Report.
13. WHISTLE BLOWER / VIGIL MECHANISM
Your Company promotes ethical behavior in all its business activities and your Company
has adopted a Policy on Vigil Mechanism and Whistle Blower in terms of Section 177(9) and
Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations for receiving
and redressing complaints from employees, directors and other stakeholders to report
concerns about unethical behaviour, actual or suspected fraud.
The Policy is appropriately communicated within the Company across all levels and has
been displayed on the Company's intranet for its employees and website at
www.erosmediaworld.com for stakeholders.
Protected disclosures are made by a whistle blower in writing to the Ombudsman on Email
ID at whistleblower@erosintl.com and under the said mechanism, no person has been denied
direct access to the Chairperson of the Audit Committee. The Audit Committee and
Stakeholders Relationship Committee periodically reviews the functioning of this
Mechanism.
14. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
Your Company has in place a formal policy for prevention of sexual harassment of its
employees at workplace and the Company has complied with provisions relating to the
constitution of Internal Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company conduct, from time to time,
the awareness sessions on prevention of sexual harassment at workplace for its employees.
During the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. Furthermore, there was no pending compliant/ case at the beginning as well as
ending of financial year.
15. ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules,
2014, the Annual Return for FY 2024-25 be uploaded on the website of the Company and
the same available on www.erosmediaworld.com.
16. INSURANCE
All the insurable interests of your Company including properties, equipment, stocks
etc. are adequately insured.
17. DEPOSITS
During the year under review, the Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits)
Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the
time being in force).
18. DIRECTORS' RESPONSIBILITY STATEMENT
According to Section 134(5) of the Act, the Board to the best of their knowledge and
based on the information and explanations received from your Company, confirms that:
a. the applicable Accounting Standards had been followed in the preparation of the
annual accounts along with proper explanation relating to material departures;
b. such accounting policies have been selected and
applied consistently and such judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit and loss of the Company for
that period;
c. proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis;
e. the proper internal financial controls were in place and that such internal
financial controls are adequate and were operating effectively; and
f. the system to ensure compliance with the provisions of all applicable laws were in
place and that such systems were adequate and operating effectively.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
Your Company is into the business of production, acquisitions, marketing and
distributions of cinematograph films. Since this business does not involve any
manufacturing activity, the information required to be provided under Section 134(3)(m) of
the Act read with the Companies (Accounts) Rules, 2014, are not applicable to the Company.
However, the Company has been continuously and extensively using technology in its
business operations.
The particulars of foreign currency earnings and outgo are as under:
|
|
(Rs. in Lakh) |
Particulars |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
Expenditure in foreign currency |
- |
- |
Earnings in foreign currency |
2,277 |
25,203 |
20. INTERNAL FINANCIAL CONTROLS
Your Company maintains adequate and effective internal control systems which
commensurate with the nature, size and complexity of its business and ensure orderly and
efficient conduct of the business. The internal control systems of the Company are
routinely tested and verified by Internal Auditors and significant audit observations and
follow-up actions are reported to the Audit Committee. The Audit Committee reviews the
adequacy and effectiveness of the Company's internal control requirement and monitors the
implementation of audit recommendations.
21. CORPORATE GOVERNANCE
Your Company has been practicing the principles of good Corporate Governance over the
years and it is a continuous and ongoing process. A detailed Report on Corporate
Governance practices followed by your Company, in terms of the SEBI Listing Regulations
together with a Certificate from the Secretarial Auditor confirming compliance with the
conditions of Corporate Governance are provided separately in this Annual Report.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 and Schedule V of the SEBI Listing Regulations, Management
Discussion and Analysis Report is presented in separate sections forming part of this
Annual Report.
23. CORPORATE SOCIAL RESPONSIBILTY
The disclosures on Corporate Social Responsibility activities, as required under Rule 9
of the Companies (Corporate Social Responsibility Policy) Rules, 2014, are reported in Annexure
F forming part of this Report and is also available on the website of the Company at
www. erosmediaworld.com.
24. RISK MANAGEMENT
The Audit Committee of the Board has been vested with powers and functions relating to
Risk Management, which inter alia includes (a) review of risk management policies and
business processes to ensure that the business processes adopted and transactions entered
into by the Company are designed to identify and mitigate potential risk; (b) laying down
procedures relating to Risk assessment and minimization.
The objective of the risk management framework is to enable and support achievement of
business objectives through risk intelligent assessment while also placing significant
focus on constantly identifying and mitigating risks within the business. Further details
on the Company's risk management framework is provided in the Management Discussion and
Analysis report.
25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, affecting the financial position
of the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and till the date of this Report.
26. DETAILS OF SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS
There have been no significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and Company's operations in future.
27. OTHER DISCLOSURES
• As of March 31, 2025, a total of four (4) matters were filed and/or pending
against the Company under the Insolvency and Bankruptcy Code, 2016. During the financial
year, no matters were disposed of, settled, or withdrawn. Subsequent to the end of the
financial year and up to the date of this report, one (1) matter filed by the Company was
disposed of as withdrawn, with liberty to file a fresh application before the appropriate
forum. Further, one (1) additional matter has been filed against the Company under the
Insolvency and Bankruptcy Code, 2016 during the said period. The Company
is actively contesting and/or taking appropriate steps to settle the pending matters in
accordance with legal advice.
• Your Company has devised proper systems to ensure compliance with the provisions
of all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and that such systems are adequate and operating effectively.
• Your Company has not issued shares with differential voting rights and sweat
equity shares during the year under review.
28. ACKNOWLEDGEMENTS
The Board of Directors take this opportunity to express their sincere appreciation for
support and co-operation from the Banks, Financial Institutions, Members, Vendors,
Customers and all other business associates. Your Directors sincerely appreciate the high
degree of professionalism, commitment and dedication displayed by the employees at all
levels. Your Directors also wish to place on record their gratitude to all the
stakeholders for their continued support and confidence.
For and on behalf of the Board of Directors |
|
Vijay Thaker |
Pradeep Dwivedi |
Executive Director and |
Executive Director and |
Chief Finance Officer (CFO) |
Chief Executive Officer (CEO) |
DIN: 01867309 |
DIN: 07780146 |
Place: Mumbai |
|
Date: 22nd September, 2025 |
|
|