Contents

Corporate Overview
Board of Directors 02

Management Reports
Management Discussion and Analysis 04

Director’s Report 07

Corporate Governance Report 25

Financial Statements
Standalone Financial Statements 37

Consolidated Financial Statements 89

Notice
Notice to the AGM 139
CORPORATE INFORMATION
Board of Directors Corporate Identification Number (CIN)
L99999MH1994PLC080502
Mr. Dhirendra Swarup
Non-Executive Chairman & Independent Director Bankers
DIN: 02878434 IDBI Bank Limited (Lead Bank)
Bank of Baroda
Mr. Sunil Arjan Lulla Punjab National Bank
Executive Vice Chairman & Managing Director Indian Overseas Bank
DIN: 00243191 Union Bank of India
State Bank of India
Mr. Kishore Arjan Lulla
Executive Director Corporate Office
DIN: 02303295 901/902, Supreme Chambers
Off. Veera Desai Road
Ms. Bindu Saxena Andheri West
Non-Executive Independent Director Mumbai - 400 053
DIN: 00167802 Maharashtra (India)
Tel: +91 22 66021500; Fax: +91 22 66021540
Mr. Sunil Srivastav1 Email: [email protected]
Non-Executive Independent Director Website: www.eiml.site
DIN: 00237561
Registered Office
Mr. Farokh P. Gandhi2 201, Kailash Plaza
Executive Director & Group Chief Financial Officer (India) Opp Laxmi Industrial Estate,
DIN: 03112612 Off Andheri Link Road
Andheri West, Mumbai 400053
Mr. Pradeep Dwivedi3 Maharashtra (India)
Executive Director & Chief Executive Officer (India)
DIN: 07780146 Registrar & Share Transfer Agent
Link Intime India Private Limited
Mr. Manmohan Kumar Sardana4 Unit: Eros International Media Limited
Non-Executive Independent Director C 101, 247 Park
DIN: 09294639 LBS Marg, Vikhroli West
Mumbai 400 083
Vice President - Company Secretary & Compliance Officer Maharashtra (India)
Mr. Vijay Thaker CIN: U67190MH1999PTC118368
Tel: +91 22 4918 6270; Fax: +91 22 4918 6060
Statutory Auditors E-mail: [email protected]
Chaturvedi and Shah LLP Website: www.linkintime.co.in
Chartered Accountants
(Firm Registration No. 101720W/W100355)

1
Mr. Sunil Srivastav ceased to be Director of the Company w.e.f. 14 August 2021.
2
Mr. Farokh P. Gandhi was appointed as Director of the Company w.e.f. 9 November 2020 and ceased to be a Director and Group
Chief Financial Officer (India) of the Company w.e.f. 14 August 2021.
3
Mr. Pradeep Dwivedi Company's Chief Executive Officer was appointed as Executive Director of the Company w.e.f. 14 August 2021.
4
Mr. Manmohan Kumar Sardana was appointed as Non-Executive Independent Director of the Company w.e.f. 31 August 2021.
Board of Directors
Mr. Dhirendra Mr. Sunil Arjan
Swarup Lulla
Non-Executive Executive Vice
Chairman, Chairman &
Independent Managing Director

A government-certified accountant and a member of the Mr. Lulla holds a commerce degree from the University of
Institute of Public Auditors of India, Mr. Swarup holds a post- Mumbai. Possessing an expansive 27 year long experience in
graduate degree in humanities. A career bureaucrat, he retired the Media & Entertainment industry, he has been associated
as Secretary of Ministry of Finance, Government of India in 2005. with Eros since its inception. He led the Company’s growth
He possesses a vast experience of 46 years in the finance sector within India for many years before being appointed Executive
and has also worked in the UK, Turkey and Georgia. He was Vice Chairman & Managing Director of Eros India on
the Chairman of Financial Sector Redress Agency and is also 28 September 2009. Mr. Lulla was reappointed to the same
on the Board of several listed companies besides acting as a position on 15 December 2020 for another period of five years.
member and the Chairman of several committees. In the past, During his stint, he has contributed tremendously in developing
he has held many key positions and responsibilities like being a and expanding the Company’s business in India. Under his able
member of the Board of the SEBI, a member of the Permanent leadership, the Company continued to achieve milestones. He
High-level Committee on Financial Markets, Chairman of the has been instrumental in developing the Company’s distribution
Pension Funds Regulatory Authority, Chief of the Budget business along with its home entertainment and music segments.
Bureau of the Government of India, a member secretary of
the Financial Sector Reforms Commission, Chairman of Public
Debt Management Authority Task Force, Vice-Chairman of the
International Network on Financial Education of OECD.

Ms. Bindu
Mr. Kishore Arjan
Saxena
Lulla
Non-Executive,
Executive Director
Independent

The Executive Chairman and Group Chief Executive Officer of Ms. Bindu Saxena, is a practicing Advocate and is a partner
our parent Company, Eros International Plc., Mr. Lulla holds a of the law firm Swarup & Company, New Delhi, India and has
bachelor’s degree in Arts from Mumbai University. Possessing a over 34 years of experience as corporate attorney with clients
rich experience of over 37 years in the filmed entertainment and in India and overseas including large multinational corporations.
media industry, he is a member of the British Academy of Film Her experience as corporate attorney includes experience of
and Television Arts and Young Presidents’ Organization besides commercial transactions and projects in India and overseas.
serving on the board of the School of Film at the University Her experience includes Indian and transborder transactions,
of California, Los Angeles. Mr. Kishore Arjan Lulla has been acquisitions, joint ventures, private equity transactions,
instrumental in expanding the Company’s presence in the United investments and participation in both new and existing
Kingdom, the U.S., Dubai, Australia, Fiji and other international companies and ventures in diverse sectors and industry. She
markets. He is responsible for taking the Indian film industry to the has been advising clients (both Indian and foreign and in private
global arena. A recipient of the ‘Asian Business Awards’ 2007, sector and public sector) in diverse corporate and commercial
the ‘Indian Film Academy Awards’ 2007, and ‘Entrepreneur of matters and transactions and projects including foreign
the Year’ 2010, ‘Global Citizenship Award’ 2014, ‘Entertainment collaboration, foreign investment, funding, acquisitions, mergers,
Visionary Award’ 2015, he has also featured on the ‘Best under amalgamations and takeovers and in all aspects of structuring,
a Billion’ 2014 list of Forbes Asia and got invited to attend the negotiating and drafting of diverse business and project related
“billionaires’ summer camp” in the Sun Valley. for diverse sectors including infrastructure, fertilizer, mining,
refineries, steel, chemicals, engineering goods etc. She also
handles court matters including litigation pertaining to corporate
matters, contractual disputes, enforcement of foreign awards,
domestic and international commercial arbitration and matters
before various tribunals etc.

2 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Mr. Farokh P.
Mr. Sunil
Gandhi
Srivastav
Chief Financial
Non-Executive,
Officer and
Independent*
Executive Director*

Mr. Srivastav retired as the Dy. Managing Director, Corporate

Mr. Farokh Gandhi is an experienced Chartered Accountant and
Accounts Group, from the State Bank of India (SBI). He was
Corporate Finance Strategist who has been associated with
responsible for a large corporate credit exposure, including
Eros Group for over 18 years, out of his 28 years of experience
project and infrastructure financing for the bank. In an illustrious
in the finance sector. During his association, he has been key
career spanning over three decades with the SBI, he rose from
in executing the various IPOs and listing of the Group in India
the ranks holding several leadership positions, including DMD –
as well as overseas as well as setting of financial systems and
CSNB, CGM – Kolkata and GM – Delhi, accomplishing several
processes to support the Company’s growth.
achievements like initiating the Bank’s foray into digital delivery
of financial products and services, entry into the new lines of
businesses, including identification and negotiation with global
JV partners, managing and growing operations of a network of
1,450 offices in Bengal, Sikkim and Andaman & Nicobar, and
growing the bank’s business in the mountainous terrain in the
State of Uttarakhand.

Mr. Pradeep Mr. Manmohan

Dwivedi Kumar Sardana
Chief Executive Officer Non-Executive,
and Executive Director** Independent**

Mr. Pradeep Dwivedi is a senior media industry professional and Mr. Manmohan Kumar Sardana was serving as teaching assistant
Group CEO of the Company since January 2020. He is an in the Physics Department of the Panjab University from 1965 to
accomplished industry leader with an experience of over two 1967, thereafter he joined the Indian Administrative Service (IAS)
decades in Advertising & Media Business, Telecom & Technology in 1968 and was allocated to the West Bengal Cadre. After serving
Enterprises, Banking & Financial services Institutions and in different capacities in the State of West Bengal and in various
Automotive sector, with established credentials in digital Ministries of the Government of India, Mr. Sardana retired from the
infotainment business as well as Print Publication, News service finally in 2004 as Secretary Ministry of Corporate Affairs.
Television channels and Experiential Events. He has a He joined as Member, MRTP Commission soon after his
demonstrated track record in Revenue growth, Sales & retirement i.e., in 2004 and finally completed his tenure in the
Marketing, Value creation, Joint ventures & Partnerships, MRTP as its acting Chairman in 2009. He remained Ex-officio
Investments, product & service delivery, risk operations & general Member of SEBI, during his tenure as Secretary, Ministry of
management. In the past, he has been Group CEO of Sakal Media Corporate Affairs. From 2010 till 31 March 2021, Mr. Sardana has
Group, Chief Corporate Sales & Marketing Officer of Dainik been a Visiting Fellow at the Institute for Studies in Industrial
Bhaskar Group, and worked with organisations such as Tata Development (ISID) advising on public policy issues.
Teleservices, American Express, GE Capital, Standard Chartered
Bank & Eicher Motors India. He is an active participant in many
media industry associations as Director of IAA (India Chapter) and
a managing committee member of The Advertising Club of India.

*Ceased to be Non-Executive Independent Director w.e.f. 14 August 2021. * Ceased to be Executive Director and Chief Financial Officer w.e.f. 14 August 2021.
** Appointed as Executive Director w.e.f. 14 August 2021. ** Appointed as Non-Executive Independent Director w.e.f. 31 August 2021.

EROS INTERNATIONAL MEDIA LIMITED 3

MANAGEMENT DISCUSSION AND ANALYSIS
Macroeconomic Environment across the World and in India FY21). The economy had grown 3% in the January-March quarter of
FY20.
While virtually no large economy has escaped unscathed from the
COVID-19 pandemic that started in Q4 FY20, India has been one of the Reportedly, the GDP contracted 7.3% in FY21. However, the marginal
badly affected countries, both economically and from the healthcare improvement from the earlier estimate of 8% contraction in the second
perspective. advance estimates released in February has been majorly due to a
sharp rise in government expenditure. The uptick in the fourth quarter
At the start of the pandemic, with images and news of healthcare was mainly driven by the manufacturing sector despite services
systems even in G-10 economies like Italy and United States getting remaining relatively sluggish, as stated in the provisional estimates of
overwhelmed, everyone understood that the pandemic presented an annual national income and quarterly estimates released by the
unprecedented challenge to India's public health systems. And National Statistical Office ("NSO").
lockdowns were thought to be an effective way to control the spread of
the virus, thus preventing the healthcare systems from collapsing under However, the subsequent unlock at the end of 2020 stimulated the
the immense pressure of a large volume of infections. business activities. According to the data, the gross value added in Q4
FY21 was 3.7%, much higher than 1% in Q3. Though, the provisional
However, the lockdowns and other lockdown-like restrictions have estimate of FY21 GDP numbers is slightly better than predicted, but
sharply impacted both the formal and the informal economy, may not change the larger picture.
presenting a new set of challenges to India's food system and its
industrial backbone. The Indian economy underwent a GDP The growth may remain subdued in the first quarter of FY22 as the
contraction of 7.3% in FY21. And while the digital economy has been severe and unprecedented second wave of COVID-19 hit India, and
able to cushion some of the impacts, the impact on the "offline" this is expected to significantly impact expected growth during the rest
economy has been even sharper. The resulting socio-economic of FY22 as well. The recovery may be directly proportional to the
disruption has pushed millions into poverty in the country. opening of the localised lockdowns, the success of vaccine rollout and
the role it will play in combatting the third wave. However, the economic
The lockdowns and differing state-wise regulations also disrupted the outlook remains highly uncertain. At present, post the second wave, the
various supply chains, in turn, worsening the impact on businesses and World Bank expects India's GDP to grow by 7.5% in FY22. However, an
industries all across the country, especially in the first half of the expected third wave and the above factors may impact even this
financial year. projection.
The challenge was unlike any previous economic shocks and with Industry Review
social distancing and work safety ruling the roost, reinventing the work
process and responding to the risk with pliable solutions became According to a report jointly released by FICCI and EY in March '21
imperative. Moreover, helping to create a secure environment for all ("Playing by new rules, India's Media & Entertainment sector reboots in
became the focus across the world. 2020"), the Indian Media and Entertainment ("M&E") sector fell 24% in
the calendar year 2020 to ` 1.38 trillion (US$ 18.9 billion). The report
The derailment of the economy across the world became evident and estimated, basis the improvement seen in the last quarter of 2020, that
the immediate and long-term effect of the disruption brought about by the sector would grow 25% in the calendar year 2021, to ` 1.73 trillion
the pandemic proved to be damaging. In its recent projection of the (US$ 23.7 billion), and would continue on the growth trajectory to the
world economy, IMF has put the expected growth at 6% in 2021, calendar year 2023, growing 17% CAGR (from 2020) to ` 2.23 trillion.
moderating to 4.4% in 2022. This is a huge turnaround from an However, given that these expectations were prior to India's second
estimated contraction of 3.3% in the world GDP in 2020, where it COVID-19 wave in April-May '2021, these expectations may be severely
declared 2020 as a "gap year" for the world economy. impacted.
It is now more than a year into the pandemic and the global prospects In 2020 whilst television proved to be resilient and continued to be the
still remain uncertain. Though the expanding vaccine coverage across largest segment, Digital Media overtook the print segment as the
the world is lifting sentiments, the new virus variants and mutations are second-largest segment, the only segment that saw growth during this
a major cause for concern. Moreover, the pandemic has exposed the period. However, most of this growth came from record growth in
fragility of the healthcare systems across many countries on the planet. subscription revenue, while revenue from advertising for digital media
The pandemic has also created disruptions in various industries, and continued to be stable over 2019. The online gaming segment was
some are just taking shape, and reverberating across the world another segment that grew over the year, with the Digital Media and
economy in the process. Besides, they are also diverging economic Online Gaming segments cumulatively adding ` 25 billion of revenues
recoveries across sectors and economies. to the M&E space during the year. All the other segments, including
Television, Print, Radio and Filmed Entertainment, saw a de-growth,
Now, the hope lies not only in the successful rollout of vaccination
cumulatively reducing the M&E segment's revenues by ` 465 billion.
programmes across the world to end the rampage of the virus and its
While the M&E sector has usually outperformed India's GDP growth, in
various variants but also on the application of economic policies that
2020 the sector experienced degrowth of ~3x the de-growth
would cushion some of the devastating impacts of the COVID-19
experienced by the Indian economy. This was primarily due to the
pandemic not just on people but also on businesses.
discretionary nature of the spending and the activity, which caused
Impact on Indian Economy people to spend less in a time of incomes getting impacted, and lack of
clarity on how long the pandemic conditions would last. In addition,
India's GDP grew 1.6% in the fourth quarter (January-March) of FY21 within the M&E space, events / experiences that required being in close
prior to the second wave of the COVID-19 pandemic. This comes on quarters with others were even more sharply impacted, with even
top of 0.5% growth in the previous October-December quarter (Q3 people having the capability and willingness to spend on discretionary

4 ANNUAL REPORT 2020-21

MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

items, not willing to venture out for such experiences/events, given the In addition to theatrical release, there are also restrictions on
overhang of the pandemic. production activities, which are not conducive to the creation of new
content, and even limit the ability to shoot certain scenes. Hence, even
Digital Media some films under production have stopped or have scaled-down
production activities and are awaiting normalcy without any COVID-19
The year 2020 saw digital media grow by 6.5% to reach ` 235 billion and
restrictions in order to restart.
is projected to grow at 22% CAGR to reach ` 425 billion by 2023. In
2020, owing to the pandemic due to the subsequent lockdowns, the Your company is hopeful about sailing through the current situation
revenues from digital subscriptions grew 49% to reach ` 43.5 billion. successfully and coming out on the other end. In order to do this, it is
The lockdowns significantly impacted the creation of fresh content on working on looking for innovative ways of earning revenue and
television, especially in the first three quarters of 2020. Since television strengthening its value proposition, thus re-inventing itself, and further
depends on a steady supply of fresh content and online sports content fortifying its position.
went behind a paywall, a large number of people bought new digital
subscriptions and paid video subscriptions on digital platforms. It The impressive library and its monetization through various channels,
crossed 50 million for the first time in the history of the Indian M&E including Satellite TV, Overseas, In-flight and other channels, provide
industry. This caused a lot of advertisers to increase their allocation of EIML with multiple sources of revenue. Moreover, EIML also produces
advertisement spends towards digital sales channels, and digital and acquires content for Eros Now, which is EIML's parent Eros
advertising stayed stable. SME advertising also remained a bright area International PLC's OTT streaming service.
where SME advertisers spent more on digital advertising and also tried
more online e-commerce platforms. The Company has also started formulating innovative ways of updating
its existing content libraries. Given a rise in demand for content and
By 2025, it has been projected that digital advertising may outstrip increasing viewership on OTT platforms, coupled with the limited
advertisement spending in all other channels. This may result in the production of new content, existing library content is likely to become
challenge of measurement of metrics to measure digital ad more valuable. Moreover, once normalcy resumes, owing to pent-up
engagement, along with leading to change in metrics being currently demand, the M&E sector may be one of the first sectors of the economy
tracked as well. For example, Daily Active Users (DAU) may become to see a revival, and Eros International is well-prepared with its large
the metric to look at instead of Monthly Active Users (MAU), audience existing content library, to take advantage of any digital opportunities
engagement instead of solely audience numbers, and some metrics to that exist, in the meantime.
measure customer loyalty, retention as well as time spent watching
content. Even the demand for fresh and original content may double by Furthermore, when the theatres open and production & shooting
2023 from 2019 levels to over 3,000 hours per year. The share of schedules resume and achieve normalcy, the company will release and
regional language consumption on OTT platforms may also cross 50% complete its upcoming film projects/web series.
of total time spent by 2025.
Financial Review
Newspaper digital products may also increasingly go behind paywalls
In FY 21, the Company's total consolidated income stood at ` 38,852
and the subscription revenue generation is expected to be ` 4 billion by
lakhs as against ` 93,386 lakhs in FY 20. The Company registered an
2023.
EBITDA loss of ` 17,325 lakhs during the year as compared to a loss of
Company Review ` 161,546 lakhs in the previous year. The consolidated loss for the year
stood at ` 18,110 lakhs as compared to ` 140,121 lakhs in FY 20.
With the COVID-19 pandemic proving to be a "Black Swan" event unlike
ever before, and also lasting much longer than anyone expected, Risk Management
various businesses within the M&E segment have been hit harder and
The Risk Management framework includes Risk Management Policy
their cashflows severely impacted.
and identification of risks at Company Level, Strategic Level and
Similar to various other players in the industry, as Eros International Operational level. The risk mitigation procedures associated with the
Media Ltd. (EIML) depends significantly on theatrical revenues, the business and prioritization of risks include scanning the business
continued closure of cinema halls and malls to restrict social environment and having periodic risk review.
gatherings, has frozen major cash inflows, and had a major detrimental
The risks associated with the Company's businesses are broadly
effect on the Company's business.
classified in following categories:
While EIML did release its film "Haathi Mere Saathi" theatrically in Tamil
• Environmental Risk: Due to the adverse impact of COVID-19, the
and Telugu in March '21 as well as a few titles like "Haseen Dilruba" and
Company may suffer losses.
"7 Kadam" on OTT platforms opportunistically in 2021, the Company
was forced to defer the release of a large number of films indefinitely • Economic Risk: Due to adverse political situations or downturn
due to COVID-19. Though several states and countries did allow limited which may negatively impact the Company's organizational
opening up of theatres with restricted occupancies (in most cases objectives.
below 50% capacity), such relief would have impacted the returns from • Regulatory Risk: Due to government regulations or any other
the theatrical window of any film which choose to release during this statutory violations and amendments, which may lead to litigations
period, thus affecting the economic viability of the film. In fact, this is and loss of reputation.
why not just EIML, but most other production houses have chosen to
indefinitely defer the release of their films until the situation improves, • Operational Risk: Ability to attract and retain clients.
and no major theatrical release has happened in the Hindi film industry,
Internal Control Systems
since March 2020. For the release of new films, Company would wait
until the situation improves in order to optimise the revenues from the The Company has adequate internal controls required in the nature of
theatrical window of the said films. We believe that this will help in its business and operations. The company can safeguard its assets
optimising cash inflows to your Company and would better serve all and financial transactions with adequate checks and balances, while
stakeholders. adhering to accounting policies. Systems are reviewed and improved

EROS INTERNATIONAL MEDIA LIMITED 5

MANAGEMENT DISCUSSION AND ANALYSIS

regularly. With the Company's budgetary control system, it monitors The pandemic has made the Company re-strategize operational and
revenue and expenditure with actual vs. approved budget. The legal aspects of the business, such as project timelines, production
Company has its own corporate internal audit function which monitors costs and schedules. The Company has a large content library, of its
and assesses the adequacy and effectiveness of the Internal Controls own as well as on its group OTT platform Eros Now, and with the rise in
and Systems. Deviations from standard operating procedures are new content consumption patterns, its existing content is becoming
periodically reviewed and compliance is ensured. more valuable.

Human Resource We expect the resumption of normalcy to be marked by the recovery of

the sector and provide all the players in the M&E space, across
The Company believes that it has an excellent talent pool. This talent mediums and segments, a much-needed boost and the Company is
pool is the key to excellence. The Company has a diverse employee well prepared with its existing huge content library to exploit any and all
base with technical knowledge and functional expertise. This helps to digital opportunities that come its way in the meantime.
deliver the stipulated target. Performance is valued as an essential tool
to accomplish vision, mission and objectives. The Company's 'Human Cautionary Statements
Capital' headcount stands at 191 as on 31 March 2021.
Statements in the Management Discussion and Analysis describing
Outlook the Company's objectives, projections, estimates and expectations
may be 'forward-looking statements' within the meaning of applicable
The disruption brought in by COVID-19 has forced people to stay securities, laws and regulations. Actual results could differ materially
indoors and has led to restrictions on social gatherings and greatly from those expressed or implied. Important factors that could influence
reduced people to people contact. The new normal has led to the the Company's operations include economic developments in India or
increase in demand for content as people are spending most of their globally, demand and supply conditions in the industry, changes in
time indoors. Even the pattern of content consumption and consumer Government regulations, tax laws, litigations, employee relations and
behaviour has changed. As the cinema halls and malls remain shut, the others.
audience has converged on the OTT platforms (digital platforms) and
these platforms continue to gain popularity at the expense of other
sources of entertainment, including television channels.

6 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

DIRECTORS’ REPORT
To
The Members
Eros International Media Limited
Your Board of Directors are pleased to present 27th 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 2021.
1. FINANCIAL RESULTS
The Financial Performance of your Company for the year ended 31 March 2021 is summarized below:
` in lakhs
Standalone Year Ended Consolidated Year Ended
Particulars 2020-21 2019-20 2020-21 2019-20
Sales and other Income 31,264 72,447 38,873 93,386
Profit / (Loss) before exceptional items & tax (15,847) (9,934) (15,000) (6,194)
Exceptional (loss)/ gain Nil (127,850) (2,301) (155,352)
Profit / (Loss) Before Tax (15,847) (137,784) (17,301) (161,546)
Less: Tax Expenses / (Credit) 1,136 (21,711) 785 (21,425)
Net Profit / (Loss) from the year from continuing operation (16,983) (116,073) (18,086) (140,121)
Profit / (Loss) for the year attributable to:
Equity shareholders of the Company - - (18,026) (140,521)
Non-controlling interests - - (60) 400
Other comprehensive income (net of taxes) (14) 95 (2,825) 7,811
Total comprehensive income/ (loss) for the year (16,997) (115,978) (20,911) (132,310)
Attributable to:
Equity shareholders of the Company - - (20,851) (132,710)
Non-controlling interests - - (60) 400
EPS (Diluted) in ` (17.74) (121.48) (18.90) (147.06)

2. FINANCIAL PERFORMANCE Our content strategy leverages on multi-verse unique IP

development, high concept, new talent films, franchises and
On a consolidated basis, the Company has recorded lower multilanguage co-productions. The Indian audience's propensity
revenues of ` 38,873 lakhs as compared to previous year of to consume content in local language has been increasing, and
` 93,386 lakhs on account of COVID-19. The loss before tax in recent times regional films are breaking language barriers as
amounted to ` 17,301 lakhs as against previous year loss of they cross over with dubbed versions to other markets especially
` 1,61,546 lakhs. The loss after tax attributable to equity the Hindi market. The regional industry also has strong releases
shareholders was ` 18,086 lakhs as compared to previous year in the next year and the market is only expected to expand further.
loss of ` 1,40,521 lakhs. Diluted EPS increased to ` (18.90) as
compared to previous year ` (147.06). The reported loss in Our Company's key asset is extensive film library. In an effort to
current financial year was on account of COVID-19 outbreak and reach a wide range of audiences, we maintain rights to a diverse
resulting measures taken by government of India to contain the portfolio of films spanning various genres, generations and
virus and the said lockdown has significantly affected our languages. These include rights to films in Hindi and several
business during financial year 2020-21. regional languages, Tamil, Telugu, Kannada, Marathi, Bengali,
Malayalam and Punjabi.
On standalone basis, the Company has recorded lower revenues
of ` 31,264 lakhs as compared to previous year of ` 72,447 lakhs On 30 July 2020, our ultimate parent company, Eros International
due to COVID-19. The loss before tax amounted to ` 15,847 lakhs Plc changed its name to Eros STX Global Corporation pursuant to
as against previous year loss of ` 9,934 lakhs. The loss after tax the merger with STX Entertainment, merging two marquee
stood at ` 16,983 lakhs as compared to previous year loss of international media and entertainment groups. The combination
` 1,16,073 lakhs. Diluted EPS increased to ` (17.74) as compared of one of the largest Indian OTT players and premier studio with
to previous year ` (121.48). The reported loss in current financial one of Hollywood’s fastest-growing independent media
year was on account of COVID-19 outbreak and resulting companies has created an entertainment powerhouse with a
measures taken by government of India to contain the virus and presence in over 150 countries. ErosSTX delivers star-driven
the said lockdown has significantly affected our business during premium feature film and episodic content across a multitude of
financial year 2020-21. platforms at the intersection of the world's most dynamic and
fastest-growing global markets, including US, India, Middle East,
3. OPERATIONAL PERFORMANCE Asia and China. The company also owns the rapidly growing OTT
We continue as a global company in the Indian film entertainment platform Eros Now which has rights to over 12,000 films across
industry that co-produces, acquires and distributes Indian Hindi and regional languages. Eros STX Global Corporation,
language films in multiple formats worldwide. We have a multi- (“ErosSTX”) (NYSE: ESGC) is poised as a global entertainment
platform business model and derive revenues from multiple company that acquires, co-produces and distributes films, digital
distribution channels. content & music across multiple formats such as theatrical,
television and OTT digital media streaming to consumers around
the world.

EROS INTERNATIONAL MEDIA LIMITED 7

DIRECTORS’ REPORT

Impact of COVID-19 on the business of the company: The Dividend Distribution policy adopted by the Company in
terms of SEBI (Listing Obligations & Disclosures Requirements)
As you are aware, due to the outbreak of novel coronavirus
Regulations, 2015 ("SEBI Listing Regulations"). This Policy is
(COVID-19) in China and then eventually spreading rapidly to
uploaded on the website of the Company at www.eiml.site.
various countries across the Globe, including India, the said
Coronavirus has been declared as pandemic by WHO and hence 5. RESERVES
the entire global market scenario has been changed with respect
The Company has not transferred any amount to the general
to investments in various businesses. It has hit very badly, and
reserve during the current financial year.
various businesses are adversely affected leaving a greater effect
on cashflows. These are significant unanticipated events 6. EMPLOYEES' STOCK OPTION SCHEME & CHANGES IN
impacting the entire global economy across industries, and our SHARE CAPITAL
industry in particular, as it depends on theatrical revenues in a
During the year under review, the Nomination and Remuneration
significant way. The closure of theatres in India and worldwide for
Committee of the Board had issued and allotted 46,568 Equity
an indefinite period has created an unprecedented uncertainty,
Shares of the Company to its employees against exercise of
and though we remain sanguine about the future, it is increasingly
equal number of stock options pursuant to Eros Employee Stock
becoming difficult to predict cash flows in near term.
Option Scheme 2009 ("EROS ESOP 2009") and 1,89,227 Equity
The Company was unable to release its films in theaters due to Shares of the Company to its employees against exercise of
total lockdown or operation of theaters with limited capacity. The equal number of stock options pursuant to Eros Employee Stock
film 'Haathi Mere Saathi' was released in theaters on 26 March, Option Scheme 2017 ("EROS ESOP 2017"). This resulted in
2021. However due to second wave of COVID-19 the said release increase in the Company's Paid up Share Capital to
was also impacted. Considering the present circumstances of ` 95,86,48,180 as on 31 March 2021 as against ` 95,62,90,230 in
COVID-19 pandemic, we are left with no option but to defer the the previous year.
release of our film indefinitely till the situation is improved, so that The disclosures as required under Regulation 14 of SEBI (Share
revenues of our said film can be optimized and improve our Based Employee Benefits) Regulations, 2014 read with SEBI
cashflows to better serve our commitments to our stakeholders. Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16 June 2015,
Your good selves must also be aware that, recently various is attached to this report as Annexure A hereto and is also
Cinema Halls, Educational Institutions, Malls or any mass available on website of the Company at www.eiml.site. A
gatherings are being shut down for few days in India and in many certificate from the statutory auditors certifying that both the
countries worldwide and the same will have an adverse impact on schemes viz. EROS ESOP 2009 and EROS ESOP 2017 has been
all the businesses. implemented in accordance with SEBI (Share Based Employee
The Company on 22 June 2021 had implemented One Time Benefits) Regulations, 2014 and in accordance with the
Restructuring (OTR) with consortium bankers as per the circular resolution(s) passed by the members would be available for
on 'Resolution Framework for COVID-19 Stress' issued by inspection by the members.
Reserve Bank of India dated 6 August 2020. 7. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE
Post COVID-19 Scenario: COMPANIES

The onslaught of the COVID-19 pandemic has changed the As on 31 March 2021, the Company has 11 subsidiaries. There
social lives of people across regions and economic sections. The has been no material change in the nature of the business of the
lockdowns and restriction on movement of people has not only Company and its subsidiaries. Pursuant to the provisions of
led to an increased demand for content but has also changed Section 129(3) of the Act read with Rule 5 of the Companies
content consumption patterns. While traditional and outdoor (Accounts) Rules, 2014, a statement containing salient features
mediums of distribution of content, such as cinema theatres, of the financial statements of the Company's subsidiaries and joint
continue to be unavailable; the home consumption mediums, venture, its performance and financial position is provided in the
such as television channels and OTT platforms (digital platforms) prescribed Form AOC-1 attached to this Report as Annexure B.
have gained even more popularity and viewership. Going None of the subsidiary companies except Copsale Limited (a
forward, we along with our industry have started re-thinking British Virgin Island Company) is material subsidiary in terms of
various operational and legal aspects of the business, such as Regulation 16(c) of the SEBI Listing Regulations (as amended)
project timelines, production costs and schedules, legal and in accordance with Company's policy on "Determination of
commitments etc., in order to adjust to the 'new normal' being material subsidiaries", which is uploaded on the website of the
presented to the world. Company at www.eiml.site.
Our group OTT platform Eros Now, where a large chunk of the In accordance with Section 136 of the Act, the financial
content library comprises of our own contents and acquired statements of the subsidiary companies are available for
contents, we have also started thinking of innovative ways of inspection by the members at the Corporate Office of the
updating our existing content libraries. Given a rise in demand for Company during business hours on all days except Saturdays,
content and increasing viewership, and the halts in production of Sundays and public holidays between 11:00 A.M. to 1:00 P.M. up
new content, existing content is likely to become more valuable. to the date of the Annual General Meeting of the Company. Any
Given the above, while the media and entertainment sector is member desirous of obtaining a copy of the said financial
currently grappling with various challenging issues, however, as statements may write to the Company Secretary at the Corporate
people strive to return to normalcy, eventually our sector may be Office of the Company.
amongst the first few to recover and continue to provide to The financial statements including the consolidated financial
everyone across all mediums and segments, the much-needed statements, financial statements of subsidiaries and all other
entertainment and, we are ready for the same with our huge documents required to be attached to this report have been
existing content library to grab the digital opportunities. uploaded on the website of the Company at www.eiml.site.
4. DIVIDEND 8. BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL
In view of losses, your Directors do not recommend any dividend
to its members for the financial year 2020-21. In accordance with the provisions of Section 152(6) of the Act and
in terms of the Articles of Association of the Company, Mr. Kishore

8 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Lulla, Executive Director (DIN: 02303295) retires by rotation at the b. Nomination and Remuneration Committee
ensuing Annual General Meeting and being eligible, has offered
c. Stakeholders Relationship Committee
himself for re-appointment.
d. Corporate Social Responsibility Committee
Mr. Pradeep Dwivedi was appointed as Executive Additional
Director on the Board of the Company with effect from 14 August e. Management Committee
2021 to hold office up to the date of the ensuing Annual General
Meeting of the Company. The proposed resolution for Details of each of the Committees stating their respective
appointment of Mr. Pradeep Dwivedi as Executive Director forms composition, terms of reference and others are uploaded on our
part of the Notice convening Annual General Meeting. Your Board website at www.eiml.site and are stated in brief in the Corporate
recommends his appointment. Governance Report attached to and forming part of this Report.

Mr. Sunil Srivastav, Independent Director has tendered his Annual Evaluation of Board, its Committees and Individual
resignation due to pre-occupation and other commitments from Directors
the Board and its Committees with effect from 14 August 2021. The Company has devised a Policy for performance evaluation of
The Board places its gratitude for his valuable contributions the Board, its Committees and other individual Directors
during his tenure as Independent Director of the Company. (including Independent Directors) which includes criteria for
During the year, Mr. Farokh P. Gandhi was appointed as Executive Performance Evaluation of the Non-Executive Directors and
Director on the Board of the Company in addition to the Chief Executive Directors. The evaluation process inter alia considers
Financial Officer of the Company with effect from 9 November attendance of Directors at Board and Committee Meetings,
2020 and had resigned from the Board of Directors and also from acquaintance with business, communicating inter se Board
the post of Chief Financial Officer of the Company with effect from Members, effective participation, domain knowledge,
14 August 2021. The Board places its gratitude for his valuable compliance with code of conduct, vision and strategy,
contributions during his tenure as Director & Chief Financial benchmarks established by global peers, etc., which is in
Officer of the Company. compliance with applicable laws, regulations and guidelines.

As per the provisions of the Act, Independent Directors have been The Board carried out annual evaluation of the performance of the
appointed for a period of five years and shall not be liable to retire Board, its Committees and Individual Directors and Chairman.
by rotation. All other Directors, except Managing Director, are The Chairman of the respective Board Committees shared the
liable to retire by rotation at the Annual General Meeting of the report on evaluation with the respective Committee Members.
Company. The performance of each Committee was evaluated by the
Board, based on report on evaluation received from respective
The brief details of the Directors proposed to be appointed/ re- Board Committees. The reports on performance evaluation of the
appointed as required under Secretarial Standard 2 issued by the individual Directors were reviewed by the Chairman of the Board.
Institute of Company Secretaries of India and Regulation 36 of the
SEBI Listing Regulations is provided in the Notice convening Familiarization Programme for Independent Directors
Annual General Meeting of the Company. Familiarization Programme for Independent Directors is
All the Directors of the Company have confirmed that they are not mentioned at length in Corporate Governance Report attached to
disqualified to act as Director in terms of Section 164 of the Act. this Report and the details of the same have also been disclosed
on the website of the Company at www.eiml.site.
As on the date of this Report, Mr. Sunil Arjan Lulla, Managing
Director, Mr. Pradeep Dwivedi, Director & Chief Executive Officer Policy on appointment and remuneration and other details
and Mr. Vijay Thaker, VP-Company Secretary & Compliance of directors
Officer are the Key Managerial Personnel of your Company in The remuneration paid to the Directors is in line with the
accordance with the provisions of Section 2(51) read with Section Nomination and Remuneration Policy formulated in accordance
203 of the Act. with Section 178 of the Act and Regulation 19 of the SEBI Listing
Declaration of Independence by Independent Directors & Regulations (including any statutory modification(s) or re-
adherence to the Company's Code of Conduct for enactment(s) thereof for the time being in force).
Independent Directors The Company's policy on directors' appointment and
All the Independent Directors of the Company have submitted remuneration and other matters as provided in Section 178(3) of
their disclosure to the effect that they fulfill all the requirements/ the Act has been disclosed in the Corporate Governance Report,
criteria of independence as per Section 149(6) of the Act and which forms part of this Report.
SEBI Listing Regulations and they have registered their names in A detailed statement of disclosure required to be made in
the Independent Directors' Databank. Further, all the accordance with the Nomination and Remuneration Policy of the
Independent Directors have affirmed that they have adhered and Company, disclosures as per the Act and applicable Rules
complied with the Company's Code of Conduct for Independent thereto is attached to this Report as Annexure C hereto and
Directors which is framed in accordance with Schedule IV of the forms part of this Report.
Act.
9. AUDITORS & AUDITORS' REPORT
Board Meetings conducted during the Year
Chaturvedi & Shah LLP, (Firm Registration No. 101720W/
The Board met four (4) times during the financial year under W100355) were appointed as Statutory Auditors of the Company
review, the details of which are given in the Corporate at the 23rd Annual General Meeting of the Company held on 28
Governance Report that forms part of this Report. September 2017 for the term of Five (5) years i.e. from the
Constitution of various Committees conclusion of 23rd Annual General Meeting until the conclusion of
28th Annual General Meeting, to be held in the calendar year 2022.
The Board of Directors of the Company has constituted following They have confirmed that they are not disqualified from
Committees: continuing as Auditors of the Company.
a. Audit Committee

EROS INTERNATIONAL MEDIA LIMITED 9

DIRECTORS’ REPORT

Auditors' Report Mechanism and Whistle Blower in terms of Section 177(9) and
Section 177(10) of the Act and Regulation 22 of the SEBI Listing
There are no qualifications, adverse remarks reservations or
Regulations for receiving and redressing complaints from
disclaimer made by Chaturvedi & Shah LLP, Statutory Auditors, in
employees, directors and other stakeholders to report concerns
their audit report for the financial year ended 31 March 2021
about unethical behaviour, actual or suspected fraud.
except for one qualification with regards to Internal Financial
Control for content advances. The notes to the Accounts referred The Policy is appropriately communicated within the Company
to in the Auditor's Report are self-explanatory and therefore do not across all levels and has been displayed on the Company's
call for any further explanation and comments. intranet for its employees and website at www.eiml.site for
stakeholders.
Pursuant to provisions of Section 143(12) of the Act, the Statutory
Auditors have not reported any incidence of fraud to the Audit Protected disclosures are made by a whistle blower in writing to
Committee during the year under review. the Ombudsman on Email ID at [email protected] and
under the said mechanism, no person has been denied direct
10. SECRETARIAL AUDITORS' AND ITS REPORT
access to the Chairperson of the Audit Committee. The Audit
Pursuant to the provisions of Section 204 of the Act read with the Committee and Stakeholders Relationship Committee
Companies (Appointment and Remuneration of Managerial periodically reviews the functioning of this Mechanism.
Personnel) Rules, 2014, the Board has appointed S.G &
15. PREVENTION, PROHIBITION AND REDRESSAL OF
Associates, a firm of Company Secretaries in Practice to
SEXUAL HARASSMENT AT WORKPLACE
undertake the Secretarial Audit of the Company for the financial
year 2020-21. The Secretarial Audit Report for the financial year The Company has formulated a Policy on Prevention of Sexual
ended 31 March 2021 in the prescribed Form MR - 3 is attached Harassment at Workplace in accordance with the Sexual
to this Report as Annexure D, which is self-explanatory. Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act 2013 and the Rules thereunder. All employees
11. PARTICULARS OF EMPLOYEES
(permanent, contractual, temporary, trainees) are covered under
The requisite disclosures in terms of the provisions of Section 197 the Policy. Further, the Company has constituted an Internal
of the Act read with Rule 5 of the Companies (Appointment and Complaints Committee, where employees can register their
Remuneration of Managerial Personnel) Rules, 2014 along with complaints against sexual harassment.
statement showing names and other particulars of employees
16. ANNUAL RETURN
drawing remuneration in excess of the limits prescribed under the
said Rules is attached to this Report as Annexure E. The Annual Return of the Company as on 31 March 2021 is
available on the Company's website and can be accessed at
12. LOANS, GUARANTEES OR INVESTMENTS
www.eiml.site.
Particulars of loans given, investments made or guarantees given
17. INSURANCE
or security provided by the Company as required under Section
186(4) of the Act and the SEBI Listing Regulations are contained All the insurable interests of your Company including properties,
in Notes to the Standalone Financial Statements of the Company equipment, stocks etc. are adequately insured.
forming part of this Annual Report.
18. DEPOSITS
13. RELATED PARTY TRANSACTIONS
Your Company has not accepted any deposit from public under
In line with the requirements of the Act and SEBI Listing Chapter V of the Act.
Regulations, your Company has formulated policy on Related
19. DIRECTORS' RESPONSIBILITY STATEMENT
Party Transactions duly approved by the Board, which is also
available on the Company's website at www.eiml.site. The Policy To the best of their knowledge and belief and according to the
intends to ensure that proper reporting, approval and disclosure information and explanations obtained, in terms of Section 134 of
processes are in place for all transactions between the Company the Act, your Directors confirms that:
and Related Parties.
a. in the preparation of the annual accounts for the financial
All contracts/arrangements/transactions entered by the year ended 31 March 2021, the applicable Accounting
Company during the financial year with related parties were on an Standards read with the requirements set out under
arm's length basis, in the ordinary course of business and in Schedule III to the Act, have been followed and there are no
compliance with the applicable provisions of the Act and SEBI material departures from the same;
Listing Regulations. Prior omnibus approval had been obtained
for the transaction which are foreseeable and repetitive in nature b. such accounting policies have been selected and applied
and such transactions are reported on a quarterly basis for review consistently and judgments and estimates made that are
by the Audit Committee as well as the Board. reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at 31 March 2021 and
Pursuant to Section 134 of the Act read with Rule 8(2) of the of the loss of the Company for the year ended on that date;
Companies (Accounts) Rules, 2014, the particulars of contracts/
arrangements/transactions entered into with related parties c. proper and sufficient care has been taken for the
during the financial year 2020-2021 in terms of Section 188(1) of maintenance of adequate accounting records in
the Act and applicable Rules made thereunder, in the prescribed accordance with the provisions of the Act, for safeguarding
Form AOC-2 is attached to this Report as Annexure F. the assets of the Company and for preventing and
detecting fraud and other irregularities;
All other contracts/arrangements/transactions with related
parties, are in the usual course of business and at arm's length d. the annual accounts have been prepared on a 'going
basis and stated in Notes to Accounts to the Financial Statements concern' basis;
of the Company forming part of this Annual Report. e. internal financial controls were followed by the Company
14. WHISTLE BLOWER / VIGIL MECHANISM and such internal financial controls are adequate and are
operating effectively. However, due to COVID-19 advances
Your Company promotes ethical behavior in all its business are given to various production houses for development
activities and your Company has adopted a Policy on Vigil

10 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

and acquisition of movie content. On completion, advances 25. RISK MANAGEMENT

are converted into film rights which are exploited. Entire film
The Audit Committee of the Board has been vested with powers
industry has been badly affected by COVID-19. Given the
and functions relating to Risk Management, which inter alia
uncertain situation arising due to COVID-19, which are not
includes (a) review of risk management policies and business
within the control of the Company, production activities of
processes to ensure that the business processes adopted and
movies for which advances are given have been temporary
transactions entered into by the Company are designed to
suspended. Management is evaluation alternatives for
identify and mitigate potential risk; (b) laying down procedures
further development or refund of advances for each project
relating to Risk assessment and minimization.
ongoing basis. The control in this respect could be further
strengthen and documented, once uncertainties arising The objective of the risk management framework is to enable and
due to COVID-19 is settled; and support achievement of business objectives through risk
intelligent assessment while also placing significant focus on
f. proper systems have been devised to ensure compliance
constantly identifying and mitigating risks within the business.
with the provisions of all applicable laws and such systems
Further details on the Company's risk management framework is
are adequate and operating effectively.
provided in the Management Discussion and Analysis report.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
26. MATERIAL CHANGES AND COMMITMENTS AFFECTING
FOREIGN EXCHANGE
THE FINANCIAL POSITION OF THE COMPANY
Your Company is into the business of production, acquisitions,
There have been no material changes and commitments,
marketing and distributions of cinematograph films. Since this
affecting the financial position of the Company which have
business does not involve any manufacturing activity, the
occurred between the end of the financial year of the Company to
Information required to be provided under Section 134(3)(m) of
which the financial statements relate and till the date of this
the Act read with the Companies (Accounts) Rules, 2014, are not
Report.
applicable to the Company. However, the Company has been
continuously and extensively using technology in its business 27. DETAILS OF SIGNIFICANT/MATERIAL ORDERS PASSED
operations. BY THE REGULATORS / COURTS
The particulars of foreign currency earnings and outgo are as There have been no significant and material orders passed by the
under: Regulators or Courts or Tribunals impacting the going concern
` in lakhs status and Company's operations in future.

Particulars Year ended Year ended 28. OTHER DISCLOSURES

31 March 2021 31 March 2020 • During the year under review, the Company has not
Expenditure in foreign currency 100 216 accepted any deposit within the meaning of Sections 73
and 74 of the Act read with the Companies (Acceptance of
Earnings in foreign currency 15,160 55,673
Deposits) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time
21. INTERNAL FINANCIAL CONTROLS being in force);
Your Company maintains adequate and effective internal control • Your Company has complied with the provisions of all
systems which commensurate with the nature, size and applicable Secretarial Standards issued by the Institute of
complexity of its business and ensure orderly and efficient Company Secretaries of India on Meeting of Board of
conduct of the business. The internal control systems of the Directors [SS-1] and General Meetings [SS-2];
Company are routinely tested and verified by Internal Auditors
• The Company has not issued equity shares with differential
and significant audit observations and follow-up actions are
rights as to dividend, voting or otherwise.
reported to the Audit Committee. The Audit Committee reviews
the adequacy and effectiveness of the Company's internal control 29. ACKNOWLEDGEMENTS
requirement and monitors the implementation of audit
The Board of Directors take this opportunity to express their
recommendations.
sincere appreciation for support and co-operation from the
22. CORPORATE GOVERNANCE Banks, Financial Institutions, Members, Vendors, Customers and
all other business associates.
Your Company has been practicing the principles of good
Corporate Governance over the years and it is a continuous and Your Directors sincerely appreciate the high degree of
ongoing process. A detailed Report on Corporate Governance professionalism, commitment and dedication displayed by the
practices followed by your Company, in terms of the SEBI Listing employees at all levels. Your Directors also wish to place on
Regulations together with a Certificate from the Secretarial record their gratitude to all the stakeholders for their continued
Auditor confirming compliance with the conditions of Corporate support and confidence.
Governance are provided separately in this Annual Report.
For and on behalf of the Board of Directors
23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 and Schedule V of the SEBI Listing
Sunil Arjan Lulla Sunil Srivastav
Regulations, Management Discussion and Analysis Report is
Executive Vice Chairman Non-Executive
presented in separate sections forming part of this Annual Report.
& Managing Director Independent Director
24. CORPORATE SOCIAL RESPONSIBILTY DIN: 00243191 DIN: 00237561
The disclosures on Corporate Social Responsibility activities, as Place: Mumbai
required under Rule 9 of the Companies (Corporate Social Date: 14 August 2021
Responsibility Policy) Rules, 2014, are reported in Annexure G
forming part of this Report and is also available on the website of
the Company at www.eiml.site.

EROS INTERNATIONAL MEDIA LIMITED 11

 Annexure A
DISCLOSURE PURSUANT TO REGULATION 14 OF THE SEBI (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS, 2014 FOR THE FINANCIAL YEAR 2020-21
Eros Employee Stock Eros Employee Stock
Option Scheme 2009 Option Scheme 2017
(A) (B) (C) (D) (E) (F) (G) (H) (I) (J) Total
DIRECTORS’ REPORT

Date of Shareholders Approval 4 December 2009 27 September 2017

12 ANNUAL REPORT 2020-21

Total number of options approved 5% of the issued paid up share capital 5% of the issued paid
under the Scheme as on grant Date up share capital
as on grant Date
Grant dates 17-Dec-09 12-Aug-10 1-Jul-12 14-Oct-13 12-Nov-14 12-Feb-15 9-Feb-16 10-Feb-17 14-Nov-17 8-Feb-18
(a) Eros Employee Stock Option Scheme 1,729,512 83,628 571,160 300,000 552,961 139,000 966,009 282,227 822,190 41,824 5,488,511
2009
Options Granted during the year
2009-2010 (refer to Column A),
Options Granted during the year
2010-2011 (refer Column B),
Options Granted during the year
2012-2013 (refer Column C),
Options Granted during the year
2013-2014 (refer column D),
Options Granted during the year
2014-2015 (refer column E),
Options Granted during the year
2014-2015 (refer column F),
Options Granted during the year
2015-2016 (refer column G),
Options Granted during the year
2016-2017 (refer column H),
Eros Employee Stock Option Scheme
2017
Options Granted during the year
2017-2018 (refer column I & J),
(b) Pricing Formula
Discount to Fair Value At a Discount At a Discount At a At Nil At a At a At a At a At a At a
ranging from ranging from Discount of Discount to Discount of Discount of Discount of Discount of Discount Discount of
Nil to 50% to 20% to 50% 57.15% to Fair Value approx 94 % approx 98% approx 95% approx 95% of approx approx 95%
Fair value to Fair value Fair Value to Fair Value to Fair Value to Fair Value to Fair Value 95% to Fair to Fair Value
(` 175/-) (` 175/-) (` 175/-) (` 284/-) (` 376/-) (` 190/-) (` 188/-) Value (` 190.45)
(` 200.60)
(c) Options vested 1,046,552 79,128 571,160 180,000 509,384 93,000 945,693 247,115 684,783 41,824 4,398,639
(d) Options exercised 1,019,791 76,128 360,000 60,000 486,702 93,000 802,303 167,400 449,700 41,824 3,556,848
(e) Total number of shares arising as a result 1,019,791 76,128 360,000 60,000 486,702 93,000 802,303 167,400 449,700 41,824 3,556,848
of exercise of options
(f) Options lapsed 709,721 7,500 211,160 120,000 66,259 46,000 154,557 108,746 307,797 - 1,731,740
(as at 31 March 2021)
 Eros Employee Stock Eros Employee Stock
Option Scheme 2009 Option Scheme 2017
(A) (B) (C) (D) (E) (F) (G) (H) (I) (J) Total
Date of Shareholders Approval 4 December 2009 27 September 2017
Total number of options approved 5% of the issued paid up share capital 5% of the issued paid
under the Scheme as on grant Date up share capital
as on grant Date
Grant dates 17-Dec-09 12-Aug-10 1-Jul-12 14-Oct-13 12-Nov-14 12-Feb-15 9-Feb-16 10-Feb-17 14-Nov-17 8-Feb-18

(g) Variation of terms options Fair Market Fair Market Not Not Not Not Not Not Not Not
value of ESOP value of ESOP Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable
2009 scheme 2009 scheme
is revised from is revised from
` 200 to ` 175 ` 200 to ` 175
wide Postal wide Postal
Ballot dt Ballot dt 21
21 December December
2010 2010
(h) Money realized by exercise of options 139,542,885 6,609,600 27,000,000 9,000,000 4,867,020 930,000 8,013,090 1,674,000 4,513,067 418,240 202,567,902
(upto 31 March 2021)
(I) Total number of options in force (as at 31 - - - 120,000 - - 9,149 6,081 64,693 - 1,99,923
March 2021)
(j) Employee wise details of options granted Detailed Detailed Detailed Detailed Detailed Detailed Detailed Detailed Detailed Detailed Detailed
1 to Senior Management below below below below below below below below below below below
2 Employees to whom more than 5% Detailed Detailed Detailed Detailed Detailed Detailed Detailed Detailed Detailed Detailed Detailed
options granted during the year below below below below below below below below below below below
3 Employees to whom options more than 1% Not Not Not Not Not Not Not Not Not Not Not
of issued capital granted during the year Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable
(k) Diluted EPS,pursuant to issue of shares on The diluted EPS will be ` (121.48) 10 per share, lower by ie ` NIL. There is no dilution.
exercise of options
(l) Method of calculation of employee Calculation is based on intrinsic value method
1 compensation cost
2 Instrinsic Value per share (in `) 28.09 88.18 100.00 - 282.35 376.20 189.95 188.00 200.60 190.45
3 Difference between the above and Cost has been recongnized using fair value.
employee compensation cost that shall
have been recognized if it had used the
fair value of the options
4 Impact of this difference on Profits and on Not Applicable.
EPS of the Company
(m) Weighted average exercise price (in `) 118.42 91.14 75.00 150.00 10.00 10.00 10.00 10.00 10.00 10.00
1

EROS INTERNATIONAL MEDIA LIMITED

CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

13
 Eros Employee Stock Eros Employee Stock
Option Scheme 2009 Option Scheme 2017
(A) (B) (C) (D) (E) (F) (G) (H) (I) (J) Total
Date of Shareholders Approval 4 December 2009 27 September 2017
Total number of options approved 5% of the issued paid up share capital 5% of the issued paid
DIRECTORS’ REPORT

14 ANNUAL REPORT 2020-21

under the Scheme as on grant Date up share capital
as on grant Date
Grant dates 17-Dec-09 12-Aug-10 1-Jul-12 14-Oct-13 12-Nov-14 12-Feb-15 9-Feb-16 10-Feb-17 14-Nov-17 8-Feb-18

2 Weighted average fair value of options 114.64 95.25 122.19 55.49 284.07 379.69 189.19 179.37 193.28 183.28
based on Black Scholes methodology (in `)
(n) Sigificant assumptions used to estimate
fair value of options including weighted
average
1 Risk free interest rate 6.30% 6.50% 8.36% 8.57% 8.50% 7.74% 7.59% 6.51% 6.90% 7.38%
2 Expected life 5.25 years 5.25 years 5.5 years 4.5 years 3.5- 6.5 years 3.0-4.5 years 3.5-5.5 years 3.5 years 4.5 years 4.5 years
3 Expected volatility (based in competitor 75% 60% 44% 35% 37.84% 40.11% 46.46% 48.66% 56.53% 53.15%
companies volatality)
4 Expected dividends Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
5 Closing market price of share on a date 175 175 168.65 144.75 291.45 386.3 199.95 199.85 200.75 190.5
prior to date of grant (Fair market value in
absence of listing) (in `)

Options granted to Senior Management Personnel (including more than 5%) during the year Options Granted Option Excercised Options Lapsed Options in force
Kumar Ahuja NIL 24,230 NIL 13,230
Nandu Ahuja NIL 37,104 NIL 1,32,053
 Annexure B
Form AOC-I
(Pursuant to first proviso to sub-section (3) of Section 129 of Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part “A”: Subsidiaries ` in lakhs

Sr Name of Subsidiary Date since Reporting Reporting currency Share Reserves & Other Total Total Invest- Turnover Profit Provision Profit Proposed % of
No Subsidiary was period for the and Exchange rate as Capital Surplus Liabilities Liabilities Assets ments before for after Dividend Share-
acquired subsidiary on the last date of the Taxation Taxation Taxation holding
concerned, if relevant Financial year
different from in the case of foreign
the holding Subsidiaries
Company’s Currency Rate of
reporting Exchange
period to INR
1 Eros International Films 31 March 1997 31 March 2021 INR 1.00 2,000.00 (80.50) 8,032.67 9,952.17 9,952.17 0.07 1,480.50 307.69 209.88 97.81 Nil 100.00%
Private Limited
2 Copsale Limited 11 February 1999 31 March 2021 USD 73.17 44.95 88,425.79 532.65 89,003.39 89,003.39 - 5,654.54 597.53 - 597.53 Nil 100.00%
3 Bigscreen 17 January 2007 31 March 2021 INR 1.00 1.00 38.21 120.43 159.64 159.64 - - (0.60) 37.49 (38.10) Nil 64.00%
Entertainment Private
Limited
4 Eyeqube Studios 31 October 2007 31 March 2021 INR 1.00 1.00 56.13 1.02 58.15 58.15 - 11.44 9.20 (1.70) 10.89 Nil 100.00%
Private Limited
5 EM Publishing 25 March 2009 31 March 2021 INR 1.00 1.00 (16.11) 16.80 1.69 1.69 - 6.30 4.03 0.38 3.65 Nil 100.00%
Private Limited
6 Eros Animation 02 January 2009 31 March 2021 INR 1.00 1.00 (3.59) 2.79 0.20 0.20 - - (0.58) - (0.58) Nil 100.00%
Private Limited
7 Digicine Pte Ltd 30 March 2012 31 March 2021 USD 73.17 0.04 (822.06) 2,898.29 2,076.28 2,076.28 - - (1,075.50) - (1,059.50) Nil 100.00%
8 Colour Yellow 23 May 2014 31 March 2021 INR 1.00 1.00 2,578.43 20,735.22 23,314.65 23,314.65 - 1,019.74 (103.07) 12.36 (93.95) Nil 50.00%
Productions Private
Limited
9 ErosNow Private 01 August 2015 31 March 2021 INR 1.00 1.00 (625.47) 5,265.46 4,640.99 4,640.99 - 837.88 (1,077.33) (510.34) (566.99) Nil 100.00%
Limited
(formerly known as
Universal Power
Systems Private
Limited)

Note: 1) Eros International Disctribution LLP, subsidiary of the Company incorporated on 11 December 2015 has not yet commenced the operations.
2) Reliance Eros Productions LLP, subsidiary of the Company has filed an application for striking off the name of said LLP on 1 August 2020.

Part “B”: Associates and Joint Ventures

Not Applicable

EROS INTERNATIONAL MEDIA LIMITED

CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

15
DIRECTORS’ REPORT

Annexure C
Information required under Section 197 of the Companies Act, 2013, read with The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014

A. Ratio of remuneration of each Directors/KMP to the median remuneration of the employees of the Company for the financial
year 2020-21 is as follows:

Name of Director/KMP Total remuneration Ratio of remuneration of director to the

(Amount in ` ) Median remuneration
Mr. Sunil Arjan Lulla 5,20,85,724 98.68
Mr. Dhirendra Swarup 7,20,000 1.36
Mr. Rakesh Sood 3,20,000 0.61
Mr. Sunil Srivastav 6,00,000 1.14
Ms. Bindu Saxena 4,40,000 0.83
Mr. Pradeep Dwivedi 2,15,00,000 40.73
Mr. Farokh Gandhi 79,18,560 15.00
Mr. Vijay Thaker 36,00,000 6.82

Notes:
1. The above information is on standalone basis
2. The aforesaid details are calculated on the basis of remuneration for the financial year 2020-21.
3. The remuneration to Directors includes sitting fees paid to them for the financial year 2020-2021

B. Percentage increase/(decrease) in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial
year 2020-21 are as follows:

Name of Director Designation Remuneration (in `) Increase/

(Decrease) in %
2020-21 2019-20
Mr. Dhirendra Swarup Non Executive Independent Director 7,20,000 7,20,000 -
Mr. Sunil Arjan Lulla Executive Vice Chairman & Managing Director 5,20,85,724 5,26,85,724 (1.14)
Mr. Sunil Srivastav Non Executive Independent Director 6,00,000 3,60,000 66.67
Ms. Bindu Saxena Non Executive Independent Director 4,00,000 80,000 Refer Note No. 2
Mr. S. Lakshminarayanan Non Executive Independent Director - 4,00,000 Refer Note No. 3
Mr. Rakesh Sood Non Executive Independent Director 3,20,000 7,20,000 Refer Note No. 4
Mr. Pradeep Dwivedi Chief Executive Officer 2,15,00,000 37,18,068 Refer Note No. 5
Mr. Farokh P Gandhi Chief Financial Officer 79,18,560 79,18,560 -
Mr. Vijay Thaker VP - Company Secretary & Compliance Officer 36,00,000 21,60,542 Refer Note No. 6

Note:
1 No Commission was paid to Non-Executive Independent Directors for the financial year 2020-21 due to loss.
2 Ms. Bindu Saxena was appointed as Non-Executive Additional Independent Director w.e.f 26 September 2019.
3 Mr. S. Lakshminarayanan ceased to be Non-Executive Independent Director of the Company w.e.f 20 June 2020.
4 Mr. Rakesh Sood ceased to be Non-Executive Independent Director of the Company w.e.f 6 October 2020.
5 Mr. Pradeep Dwivedi was appointed as Chief Executive Officer (India) w.e.f 10 February 2020.
6 Mr. Vijay Thaker was appointed as VP - Company Secretary & Compliance Officer w.e.f. 13 August 2019.

C. Percentage decrease in the median remuneration of employees in the financial year 2020-21:

Particulars 2020-21 2019-20 % Change

Amt in ` Amt in `
Median Remuneration of all employees per annum 527,850 661,896 (25.39)

D. Number of permanent employees on the rolls of the Company as on 31 March 2021 :

As on 31 March 2021, the Company has 191 permanent employees on its payroll, as compared to 277 employees as at 31 March 2020.

16 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

E. Comparison of average percentile increase in salary of employees other than the key managerial personnel and the percentage
increase in the key managerial remuneration:

Particulars 2020-21 2019-20 % Change

Amt in ` Amt in `
Average salary of all employees (other than Key Managerial 1,292,123 1,445,060 (10.58)
Personnel)

F. The key parameters for any variable component of Remuneration availed by the Directors are considered by the Board of Directors based on
the recommendation of the Nomination and Remuneration Committee as per the Remuneration Policy of the Company.

G. Affirmation:
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company hereby affirms
that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

EROS INTERNATIONAL MEDIA LIMITED 17

DIRECTORS’ REPORT

Annexure D
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
Secretarial Audit Report
For the Financial Year ended 31st March, 2021

To
The Members
Eros International Media Limited

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Eros
International Media Limited (hereinafter called the Company).

Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing my opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and
also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby
report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2021 has complied with the
statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in
the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year
ended on 31st March, 2021 according to the provisions of:

(1) The Companies Act, 2013 (the Act) and the rules made thereunder;

(2) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(4) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment,
Overseas Direct Investment and External Commercial Borrowings (External Commercial Borrowing not applicable during the audit period);

(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not Applicable to Company during the
Audit period);

d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

e. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client;

f. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999.

I have examined all the other applicable laws to the Company on the basis of the representations made by the Management.

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India;

b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent
Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance
with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in

18 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for
meaningful participation at the meeting.

All the decisions were carried out unanimously by the members of the Board and Committees and the same were duly recorded in the minutes of the
meeting of the Board of Directors and Committees of the Company.

I further report that there are adequate systems and processes in the company to commensurate with the size and operations of the company to
monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that there were no instances of:

i. Public / Rights / Preferential issue of shares / debentures / sweat equity.

ii. Buy-Back of securities.

iii. Merger / amalgamation / reconstruction etc.

iv. Foreign technical collaborations

For SG and Associates

Practicing Company Secretaries

Suhas Ganpule
Proprietor
Membership No: 12122
C. P No: 5722
UDIN: A012122C000440761

Date: 10.06.2021
Place: Mumbai

Annexure 'A'

To
The Members
Eros International Media Limited
Mumbai

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the
contents of the secretarial record. The verification was done on test basis to ensure that the correct facts are reflected in secretarial records.
We believe that the practices and processes, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained management representation about the compliance of laws, rules, regulations, norms and standards
and happening of events.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, norms and standards is the responsibility of
management. Our examination was limited to the verification of procedure on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.

7. In consideration of the restrictions for physical visit to client office due to spread of Covid-19 pandemic, we have relied on electronic data for
verification of certain records as the physical verification was not possible.

For SG and Associates

Practicing Company Secretaries

Suhas Ganpule
Proprietor
Membership No: 12122
C. P No: 5722
UDIN: A012122C000440761

Date: 10.06.2021
Place: Mumbai

EROS INTERNATIONAL MEDIA LIMITED 19

 Annexure E
Particulars of Employees as per Rule 5 of Companies (Appointment and Remuneration) Rules, 2014 for the financial year ended 31 March 2021

Sr. Name of Designation Remuneration Qualification Experience Date of Age of Last No. of Equity % of Relation of
No. Employee (in ` ) commencement Employee employment Shares Equity employee with
DIRECTORS’ REPORT

of employment held by such Shares Directors of the

20 ANNUAL REPORT 2020-21

with the Company employee Company
before joining
the Company
1 Mr. Sunil Arjan Executive Vice 5,20,85,724 Bachelor of 28 yrs + 19-Aug-94 57 Years - 1,400 0.00% Brother of
Lulla Chairman & Commerce Mr. Kishore Arjan
Managing Lulla
Director
2 Mr. Kumar Ahuja Chief Operating 3,91,66,280 SYJC 21 yrs + 22-Apr-99 42 Years - 79,000 0.08% -
Officer Commerce
3 Mr. Pradeep Chief Executive 2,15,00,000 B.Sc., MBA 27 yrs 27-Jan-20 50 Years Sakal Media 0 0.00% -
Dwivedi Officer - India Group
4 Mr. Nandu Ahuja Senior Vice 8,739,840 Bachelor of 37 yrs + 27-Jan-09 57 Years Balaji Motion 51,787 0.05% -
President - India Commerce Pictures Limited
Theatrical
5 Ms. Krishika Lulla Creative Producer 8,065,200 Bachelor of 9 yrs 1-Jan-15 49 Years - 1,400 0.00% Wife of Mr. Sunil
Arts Arjan Lulla
6 Mr. Farokh Chief Financial 7,918,560 Chartered 28 yrs 9-Mar-18 52 Years - 43 0.00% -
Gandhi Officer Accountant
7 Mr. Bishwarup Head Legal - 64,46,004 Master of 18 Years 15-Jan-20 43 Years Sony Network 0 0.00% -
Chakrabarti Eros Digital Law (LLM)
8 Ms. Shikha Chief Operating 1,36,30,000 S.Y. B com 20 Years 11-June-20 44 Years Disney Star 0 0.00% -
Kapur 4 officer -
Eros Studios
9 Mr. Yogesh Head of 56,95,587 Bachelor of 21 Years 4-Aug-20 50 Years Netflix 0 0.00% -
Tevatia 4 Productions - Commerce
Eros Studios
10 Ms. Rajitta Business Head 33,36,999 Bachelor of 23 Years 9-Nov-20 50 Years 9XM Music 0 0.00% -
Hemwaani 4 Music Commerce

Notes:
1
Gross remuneration comprises of Salary Allowances, monetary value of perquisites valued as per the rules under the Income Tax Act, 1961, Commission, Statutory Contribution to Provident Fund & Family
Pension Fund and Superannuation Fund, but excludes contributions to Gratuity Fund
2
All the above employees are on pay roll of the Company and their service can be terminated by notice on either side
3
None of the employees mentioned above hold more than 2% of the shares of your Company, alongwith their spouse and dependent children
4
Employed for part of a year and in receipt of Remuneration aggregating to ` 8,50,000/- or more per month.
 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Annexure F
Form No. AOC-2
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of
section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis :

(a) Name(s) of the related party and nature of relationship Nil

(b) Nature of contracts/arrangements/transactions Nil
(c) Duration of the contracts/arrangements/transactions Nil
(d) Salient terms of the contracts or arrangements or transactions including the value, if any Nil
(e) Justification for entering into such contracts or arrangements or transactions Nil
(f) Date(s) of approval by the Board Nil
(g) Amount paid as advances, if any Nil
(h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188 Nil

2. Details of material contracts or arrangement or transactions at arm’s length basis exceeding 10% of Annual Consolidated turnover.
(a) Name(s) of the related party Eros World Wide FZ LLC Eros Digital FZ LLC
(b) Nature of relationship Holding Company Fellow Subsidiary
(c) Nature of contracts/arrangements/transactions Sale of film right, DVD/ Revenue Attributable
VCD, Reimbursement of and Reimbursement
expense, Interest Income of expense
(d) Duration of the contracts /arrangements/transactions Not Applicable Not Applicable
(e) Salient terms of the contracts or arrangements or transactions including the Not Applicable Not Applicable
value, if any:
(f) Date(s) of approval by the Board, if any: 23 May 2019 23 May 2019
(g) Amount ` lakhs 12,134 2,652

EROS INTERNATIONAL MEDIA LIMITED 21

DIRECTORS’ REPORT

Annexure G
Corporate Social Responsibility Report

1. A brief outline of the Company's CSR policy; including The Company's CSR vision is to make concerted efforts towards promotion of
overview of projects or programs proposed to be education amongst the underprivileged and women empowerment.
undertaken and a reference to the weblink to the CSR Besides this, the Company may also undertake other CSR activities listed in
Policy and projects or programs. Schedule VII of the Companies Act, 2013.
In accordance with the Company's CSR Policy and its vision, the Company is
proposed to participate in CSR activities with various registered NGO which
are engaged in promoting education, promoting and preventive health care,
setting up old age homes, sanitation etc.
The details of CSR Policy to be uploaded on the website at www.eiml.site.

2. The Composition of the CSR Committee

Sr. No. Name of Director Designation/ Nature of Directorship Number of Meetings of Number of meetings of
CSR Committee held CSR Committee attended
during the year during the year
1 Mr. Dhirendra Swarup Chairman - Non-Executive 1 1
Independent Director
2 Mr. Kishore Lulla Executive Director 1 0
3 Mr. Sunil Lulla Executive Director 1 1

3. Provide the web-link where Composition of CSR www.eiml.site

committee, CSR Policy and CSR projects approved by
the board are disclosed on the website of the company.

4. Provide the details of Impact assessment of CSR Not Applicable

projects carried out in pursuance of sub-rule (3) of rule 8
of the Companies (Corporate Social responsibility
Policy) Rules, 2014, if applicable (attach the report).

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility
Policy) Rules, 2014 and amount required for set off for the financial year, if any

Sr. No. Financial Year Amount available for set-off from Amount required to be setoff for
preceding financial years the financial year, if any

1 2020-21 NA 0.00
Total 0.00

6. Average net profit of the company as per section 135(5) ` (14,866.75) Lakhs
(for Immediately preceding three financial years)

7. a) Two percent of average net profit of the company as per ` (297.34) Lakhs
section 135(5)
b) Surplus arising out of the CSR projects or programmes or Nil
activiti-es of the previous financial years.
c) Amount required to be set off for the financial year, if any Nil
d) Total CSR obligation for the financial year (7a+7b-7c). Nil

8. (a) CSR amount spent or unspent for the financial year:

Total amount spent Total Amount transferred to Amount transferred to any fund specified under Schedule VII
for the Financial Unspent CSR Account as per second proviso to section 135(5).
Year (In `) as per section 135(6)
Amount Date of transfer Name of the Amount Date of transfer
Fund
` 17.55 Lakhs NA

22 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

8. (b) Details of CSR amount spent against ongoing projects for the financial year: ` in lakhs

Sl. Name Item from Local Location Project Amount Amount Amount Mode of Mode of
No of the the list of area of the duration allocated for spent in transferred Impleme- Implementation -
Project activities in (Yes project the project the current to Unspent ntation- Through
Schedule VII /No) (in `) financial Year CSR Account Direct Implementing
to the Act (in `) for the project (Yes /No) Agency
as per Section
135(6) (in `)
State District Name CSR
Registration

NA

8. (c) Details of CSR amount spent against other than ongoing projects for the financial year ` in lakhs

Sl. Name of the Item from the list of Location Amount Mode of Mode of Implemen-
No Project activities in Schedule VII District spent for Implementation- tation - Through
to the Act (State) the project Direct Implementing
(in `) (Yes /No) Agency
Name CSR
Registration
1 Rahkumari Ratnavati Girls School, Education (Covered under clause West Bengal 1,25,000 Yes NA
Jaisalmer for the "Gyaan Project" no. (ii) of Schedule VII of the
Companies Act, 2013)
2 Contribution for Setting up old age home Bhayander, 3,00,000 Yes NA
"Maa Baap Nu Mandir" (Covered under clause no. (iii) of Maharashtra
Schedule VII of the Companies
Act, 2013)
3 Diksha (Developing Initiatives Education (Covered under clause Palam Vihar, 3,00,000 Yes NA
for Knowledge, Social and no. (ii) of Schedule VII of the Gurgaon
Humanitarian Activities) Companies Act, 2013)
4 Viva College of Diploma Education (Covered under clause Bolinj, 30,000 Yes NA
Engineering & Technology no. (ii) of Schedule VII of the Virar (West)
at Bolinj Companies Act, 2013)
5 Prevention of child sexual Promoting gender equality Goregaon, 5,00,000 Yes NA
abuse (Covered under clause no. (iii) of Mumbai
Schedule VII of the Companies
Act, 2013)
6 Mukul Madhav Foundation, Eradicating hunger & poverty Pune, 5,00,000 Yes NA
Pune (Covered under clause no. (i) of Maharashtra
Schedule VII of the Companies
Act, 2013)
Total 17,55,000

(d) Amount spent in Administrative Overheads - Nil

(e) Amount spent on Impact Assessment, if applicable - Not Applicable

(f) Total amount spent for the Financial Year (8b+8c+8d+8e) - ` 17.55 Lakhs

(g) Excess amount for set off, if any - ` 17.55 Lakhs

Sr. No. Particular Amount

(` In Lakhs)
(i) Two percent of average net profit/loss of the company as per Section 135(5) (297.34)
(ii) Total amount spent for the Financial Year 17.55
(iii) Excess amount spent for the financial year [(ii)-(i)] 17.55
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any NA
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 17.55

EROS INTERNATIONAL MEDIA LIMITED 23

DIRECTORS’ REPORT

9. (a) Details of Unspent CSR amount for the preceding three financial years:
Sl. Preceding Amount transferred to Amount spent in the Amount transferred to Amount remaining
No Financial Year Unspent CSR Account reporting Financial any fund specified under to be spent in
under section 135 (6) Year (in `) Schedule VII as per succeeding financial
(in `) section 135(6), if any years. (in `)

Not applicable

9. (b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
Sl. Project Id. Name of the Financial Year Project Total amount Amount spent Cumulative Status of the
No Project in which the duration allocated for on the project amount spent project
project was the project in the reporting at the end of Completed /
commenced (in `) Financial Year reporting Ongoing
(in `) Financial Year
(in `)
Not applicable

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial
year - Not applicable
(asset-wise details)
a) Date of acquisition of the capital asset(s): N.A.
b) Amount of CSR spent for creation or acquisition of capital assets: N.A.
c) Details of the entity or public authority or beneficiary under whose name such capital assets is registered, their address etc.: N.A.
d) Provide details of the capital assets(s) created or acquired (including complete address and location of the capital assets): N.A.

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5) - Not applicable

For and on behalf of the Board

Sunil Arjan Lulla Dhirendra Swarup

Executive Vice Chairman & Managing Director Chairman of CSR Committee
DIN: 00243191 DIN: 02878434

Place: Mumbai
Date: 14 August 2021

24 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

CORPORATE GOVERNANCE REPORT

THE COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE A report on compliance with the principles of Corporate Governance as
prescribed by SEBI in Chapter IV read with Schedule V of the SEBI
The Company considers fair and transparent corporate governance as Listing Regulations is given below:
one of its core management tenets. Corporate Governance may be
defined as a set of systems, policies, processes and principles which BOARD OF DIRECTORS
ensures that a company is governed in the best interest of all the
stakeholders. It is the system by which companies are directed, a. Composition and Category of Directors:
administered, controlled and managed. Good governance is about The Board of Directors along with its Committees provide
promoting corporate fairness, transparency and accountability. leadership and guidance to the Company's management as also
We strongly believe in the practice of conducting our business activities direct, supervise and control the performance of the Company.
in a fair, direct and completely transparent manner that will not only The Company has a balanced Board with combination of
benefit the Company but more importantly will ensure the highest level Executive and Non-Executive Directors to ensure independent
of accountability and trust for all our stakeholders such as share- functioning. As at 31 March 2021, the Board of Directors of the
holders, our employees and our partners. The timely disclosures, Company consists of Six (6) Directors, out of which Three (3) are
transparent accounting policies and a strong and independent Board Non-Executive Independent Directors including an Independent
go a long way in maintaining good corporate governance, preserving Woman Director and Three (3) are Executive Directors,
shareholders' trust and maximizing long-term corporate value. comprising of experts from various fields/professions. The
Chairman of the Board, Mr. Dhirendra Swarup, is a Non-Executive
We, at Eros International, continuously strive at improving and adhering & Independent Director and is not related to promoters of the
to the good governance practice. The Company has adopted best Company or any person occupying the position one level below
practices mandated in SEBI (Listing Obligations and Disclosure the Board. The present composition of the Board of Directors of
Requirements) Regulation, 2015, as amended (hereinafter referred to the Company is in accordance with the SEBI Listing Regulations
as the "SEBI Listing Regulations"). and the Companies Act, 2013 (the "Act") read with applicable
Rules made thereunder.

Name of the Director Directors Category Designation

Identification
No. (DIN)
Mr. Dhirendra Swarup 02878434 Non-Executive & Independent Director Chairman
Mr. Sunil Arjan Lulla 00243191 Promoter & Executive Director Executive Vice Chairman & Managing Director
Mr. Kishore Arjan Lulla 02303295 Promoter & Executive Director Director
Ms. Bindu Saxena 00167802 Non-Executive & Independent Director Director
Mr. Sunil Srivastav 1 00237561 Non-Executive & Independent Director Director
Mr. Farokh P. Gandhi 2 03112612 Executive Director Director

There are no Institutional Nominee Directors on the Board. The Various matters were discussed by the Independent Directors at
Company has in place the Succession Policy for appointments at the the said meeting, including, inter alia, matters as prescribed in the
Board and to Senior Management level. Schedule IV of the Act and SEBI Listing Regulations, viz. review of
the performance of Non-Independent Directors and the Board as
Independent Directors whole, timely payment of statutory dues such as taxes, debt
The Independent Directors of the Company are Non-Executive payments and business commitments, review of the
Directors as defined under Section 149(6) of the Act read with performance of the Chairman, assessing the quality, quantity and
Regulation 16(1)(b) of the SEBI Listing Regulations. Independent timeliness of flow of information between the Company's
Directors of the Company provide appropriate annual management and the Board, that is necessary for the Board to
certifications to the Board confirming satisfaction of the effectively and reasonably perform their duties.
conditions of their being independent as laid down in Section Appointment/Re-appointment of Directors
149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations. They possess rich and varied experience with skills Mr. Kishore Arjan Lulla, being eligible for re-appointment, has
in critical areas like governance, finance, entrepreneurship, offered himself for re-appointment, as his office being longest is
general management etc. liable to retire by rotation at the 27th Annual General Meeting of the
Company, as per Section 152(6) of the Act and applicable Rules
As required by Regulation 46 of the SEBI Listing Regulations, the thereto.
terms and conditions of appointment of Independent Directors
are listed down in the draft letter of appointment, available on the Mr. Pradeep Dwivedi Chief Executive Officer was appointed as
Company's website at www.eiml.site. Each Independent Director Executive Additional Director on the Board of the Company with
has been issued formal letter of appointment. effect from 14 August 2021 to hold office up to the date of the
ensuing Annual General Meeting of the Company. The said
Independent Directors Meeting proposal has been recommended for approval of the
During the year under review, a separate meeting of the shareholders. Your directors recommend his appointment for
Independent Directors was held on 25 February 2021, without the your approval.
attendance of Non-Independent Directors and Management
Personnel.
1
Mr. Sunil Srivastav ceased to be a Non-Executive Independent Director of the Company with effect from 14 August 2021.
2
Mr. Farokh P. Gandhi ceased to be Executive Director & Chief Financial Officer of the Company with effect from 14 August 2021.

EROS INTERNATIONAL MEDIA LIMITED 25

CORPORATE GOVERNANCE REPORT

b. Attendance of Directors and Number of other Directorship:

Details of Membership and Attendance of each Director at the Meeting of Board of Directors held during the financial year under review and
the last Annual General Meeting and the number of other Directorships and Chairmanship/Membership of Board Committees as on 31 March
2021 are as follows:
Name of the Director Directors Attendance Position on the Board of other companies as on
Identification 31 March 2021
No. (DIN)
Board Last Annual Directorship* Committee Committee
Meeting General Meeting Membership ** Chairmanship**
Mr. Dhirendra Swarup 02878434 4 Yes 1 1 0
Mr. Sunil Arjan Lulla 00243191 4 Yes 7 1 0
Mr. Kishore Arjan Lulla 02303295 1 No 0 0 0
Ms. Bindu Saxena 00167802 4 Yes 2 1 0
Mr. Sunil Srivastav 3 00237561 4 Yes 6 2 1
Mr. Farokh P. Gandhi 4 03112612 2 Yes 0 0 0
Mr. Rakesh Sood 5 07170411 2 NA -- -- --
Note:
* Only Public limited companies, (both listed and unlisted) are included in other directorships. Directorships in all other companies including private
limited companies (which are not the subsidiary of Public Company), foreign companies and companies under Section 8 of the Act are excluded.
** Chairmanship/Membership of the Audit Committee and the Stakeholders' Relationship Committee are considered for the purpose of committee
positions in all public companies, whether listed or not as per SEBI Listing Regulations and it also includes the committees in which a Director holds
position as a Chairman.
c. Number of Directorship(s)/ Chairmanship(s)/ Membership(s): plan their schedule. The agenda is circulated well in advance to
the Board Members, along with comprehensive background
None of the Director of the Company holds directorships in more
information on the agenda items to enable the Board to take an
than Ten (10) public companies. Further, none of them is a
informed decision. The agenda and related information are
member of more than Ten (10) committees or chairman of more
circulated to the Board/Committee by uploading the same on e-
than Five (5) committees across all the public companies in which
meeting application, which is accessible to all the Members of the
he/she is a director.
Board and its Committee on their respective i-pads. Notice,
None of the Independent Director of the Company is acting as an Agendas and Minutes of the meeting are all circulated through
Independent Director in more than Seven (7) listed companies or electronic means. Detailed presentations and notes are laid
acting as whole-time director in more than Three (3) listed before each meeting, by the management and senior executives
companies. Further, the Managing Director and the Executive of the Company, to apprise the Board on overall performance on
Director do not serve as Independent Directors in any listed quarterly basis. Additional items of the agenda are permitted with
company. the permission of the Chairman and with the consent of all the
Directors present at the meeting. Senior Executives/Management
Necessary disclosures regarding directorships and committee of the Company are invited to attend the Meetings of the Board
positions in other public companies as on 31 March 2021 have and Committees, to make presentations and provide
been made by all the Directors of the Company. clarifications as and when required.
d. Number of Board Meetings:
In accordance with the Act read with the Companies (Meetings of
The Board met Four (4) times during the financial year ended 31 Board and its Powers) Rules, 2014 and in accordance with
March 2021, i.e. on 30 July 2020; 11 September 2020; Secretarial Standard 1 issued by the Institute of Company
09 November 2020; and 11 February 2021. The maximum time Secretaries of India, the Company provides an option to its
gap between Two (2) meetings of the Board did not exceed One Directors to participate at each of the Board Meetings/
Hundred and Twenty (120) days or any extended date as may be Committee Meetings through video conference except in respect
permitted by SEBI due to COVID-19. The necessary quorum was of those agenda items wherein transactions are not permitted to
present for all the meetings. be carried out by way of video conference. As per Secretarial
Standards, draft minutes and signed minutes of the Meeting are
The Board meets at regular intervals to discuss and decide on circulated within the prescribed time.
business policy of the Company and strategy apart from other
Board business. The Board/Committee Meetings are pre- The Board of Directors has complete access to the information
scheduled and tentative dates of the Board and Committee within the Company.
Meetings are informed well in advance to facilitate Directors to
e. Details of Other Directorships:
Details of the directorships of the Company's Directors in other listed companies as on 31 March 2021 were as under:
Name of the Directors Name of the Listed Company Category of Directorship
Mr. Sunil Srivastav Star Paper Mills Limited Non-Executive - Independent Director
Paisalo Digital Limited Non-Executive - Independent Director
Solar Industries India Limited Non-Executive - Independent Director
SIS Limited Non-Executive - Independent Director
Ms. Bindu Saxena Inox Wind Limited Non-Executive - Independent Director
Indag Rubber Limited Non-Executive - Independent Director
None of the Directors except above are directors in listed entities.
3
Mr. Sunil Srivastav ceased to be Non-Executive Independent Director of the Company w.e.f. 14 August 2021.
4
Mr. Farokh P. Gandhi ceased to be Executive Director & Chief Financial Officer of the Company with effect from 14 August 2021.
5
Mr. Rakesh Sood ceased to be Non-Executive Independent Director of the Company w.e.f 6 October 2020.

26 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

f. Disclosure of Relationship between directors: In the table below, the specific areas of focus or expertise of individual
board members have been highlighted.
Mr. Kishore Arjan Lulla, Executive Director and Mr. Sunil Arjan
Lulla, Executive Vice Chairman & Managing Director of the Name of the Areas of Skills/ Expertise
Company, are brothers. Directors Business Financial Risk Corporate
Other than the aforesaid, there are no inter-se relationships Leadership Expertise Management Governance
amongst the Directors.
Mr. Dhirendra Swarup 3 3 3 3
g. Number of Shares held by Non-Executive Directors:
Mr. Sunil Arjan Lulla 3 3 3 3
As on 31 March 2021, None of the Non-Executive Directors holds
any equity shares in the Company. Mr. Kishore Arjan Lulla 3 3 3 3

h. Familiarisation Programme for Independent Directors: Ms. Bindu Saxena 3 3 3

Familiarisation Programme for Independent Directors is Mr. Sunil Srivastav 3 3 3 3

designed with an aim to make the Independent Directors aware
about their roles, responsibilities and liabilities as per the Act, Mr. Farokh Gandhi 3 3 3 3
SEBI Listing Regulations and other applicable laws and to get
better understanding about the Company, nature of industry in Note - Each Director may possess varied combinations of skills/
which it operates and environment in which it functions, business expertise within the described set of parameters and it is not necessary
model, long term/short term/strategic plans etc. As a part of that all Directors possess all skills/ expertise listed therein.
familiarisation programme, the Company makes presentations
to the Board Members, inter alia, covering business environment, COMMITTEES OF THE BOARD
business strategies, operations review, quarterly and annual
The Board of Directors, at its various meetings, has constituted / re-
results, review of Internal Audit Report and action taken, statutory
constituted various committees to discuss upon the delegated work as
compliance, risk management, operations of subsidiaries, etc.
per their respective charters. The Board supervises the execution of its
The relevant policies of the Company including the Code of responsibilities by the Committees and is responsible for their action.
Conduct for Board Members and Senior Management Personnel Minutes of all the Committee Meetings are placed before the Board for
and the Code of Conduct to regulate, monitor and report trading noting.
by Insiders etc. are circulated to the Directors and uploaded on
Following Committee(s) are constituted for better and focused
e-meeting application on i-pads for easy access.
attention on various affairs of the Company:
The familiarisation programme and necessary disclosures to be
• Audit Committee
made in accordance with SEBI Listing Regulations are made on
the website of the Company at www.eiml.site. • Nomination and Remuneration Committee
i. Skills/Expertise/Competence Identified by the Board of • Stakeholders Relationship Committee
Directors:
• Corporate Social Responsibility Committee
The Board comprises of the qualified members who bring in the
required skills, competence and expertise to enable them to • Management Committee
effectively contribute in deliberations at Board and Committee AUDIT COMMITTEE
Meetings. The following is the list of core skills / competencies
identified by the Board of Directors as required in the context of An Audit Committee, duly constituted by the Board of Directors has a
the Company's business and that the said skills are available well-defined composition of members, terms of reference, powers,
within the Board Members. role and responsibilities in accordance with Section 177 of the Act and
applicable Rules thereto and in accordance with Regulation 18 of SEBI
Business Leadership experience including in areas of Listing Regulations.
Leadership business development, strategic planning,
succession planning, and long-term growth As on 31 March 2021, the Audit Committee comprised of Five (5)
and guiding the Company and its senior Members of whom Four (4) are Non-Executive Independent Directors,
management towards its vision and values. all of whom are financially literate and possesses accounting and
related financial management expertise. The Chairman of the Audit
Financial Knowledge and skills in accounting, finance, Committee is a Non-Executive Independent Director and he had
Expertise treasury management, tax and financial attended last year's Annual General Meeting.
management of large corporations with
understanding of capital allocation, funding The detailed terms of reference of Audit Committee along with working
and financial reporting processes procedure, charter and constitution are uploaded on website of the
Company at www.eiml.site.
Risk Ability to understand and asses the key risks
Management to the organization, legal compliances and Meeting Details:
ensure that appropriate policies and proced-
During the year under review, Audit Committee met Four (4) times in a
ures are in place to effectively manage risk
year viz. on 29 July 2020; 11 September 2020; 09 November 2020 and
Corporate Experience in implementing good corporate 11 February 2021. The maximum time gap between Two (2) meetings
Governance governance practices, reviewing compliance of the Committee did not exceed One Hundred and Twenty (120) days
and governance practices for a sustainable or any extended date as may be permitted by SEBI due to COVID-19.
growth of the company and protecting The necessary quorum was present for all the Meetings.
stakeholders interest.

EROS INTERNATIONAL MEDIA LIMITED 27

CORPORATE GOVERNANCE REPORT

Composition of the Audit Committee and the attendance of each Member at the said Committee Meetings are set out in following table:
Name of Committee Directors Identification Designation in Category Number of
Member No.(DIN) the Committee Meetings attended
Mr. Dhirendra Swarup 02878434 Chairman Non-Executive Independent Director 4
Mr. Sunil Arjan Lulla 00243191 Member Executive Vice Chairman & Managing Director 4
Mr. Sunil Srivastav 00237561 Member Non-Executive Independent Director 4
Ms. Bindu Saxena* 00167802 Member Non-Executive Independent Director 3
Mr. Rakesh Sood# 07170411 Member Non-Executive Independent Director 1

* Ms. Bindu Saxena was appointed as the Member of the Committee w.e.f. 30 July 2020.
# Mr. Rakesh Sood ceased to be Member of the Committee w.e.f. 6 October, 2020.

The Company Secretary and Compliance Officer acts as the Secretary and he was present at last year's Annual General Meeting to address
to the Committee. The Chief Financial Officer of the Company is the the queries of the shareholders.
permanent invitee to the Committee meetings. The Audit Committee
also invites senior executives/management including the The detailed terms of reference of Nomination and Remuneration
representatives of the statutory auditors and internal auditors at its Committee along with working procedure, charter and constitution are
meetings. uploaded on website of the Company at www.eiml.site.

NOMINATION AND REMUNERATION COMMITTEE Meeting Details:

The Nomination and Remuneration Committee is constituted in During the year under review, Nomination and Remuneration
accordance with Section 178 of the Act and applicable Rules thereto Committee met Four (4) times in a year viz. on 30 July 2020; 11
and in accordance with Regulation 19 of SEBI Listing Regulations. As September 2020; 09 November 2020 and 11 February 2021. The
on 31 March 2021, the Nomination and Remuneration Committee necessary quorum was present at all the meetings.
comprised of Three (3) Members, all of whom are Non-Executive Composition of the Nomination and Remuneration Committee and the
Independent Directors. The Chairman of the Nomination and attendance of each member at the said Committee Meetings are set
Remuneration Committee is a Non- Executive Independent Director out in following table:

Name of Committee Directors Identification Designation Category Number of

Member No.(DIN) Meetings attended
Ms. Bindu Saxena* 00167802 Chairperson Non-Executive Independent Director 3
Mr. Rakesh Sood* 07170411 Chairman Non-Executive Independent Director 2
Mr. Dhirendra Swarup 02878434 Member Non-Executive Independent Director 4
Mr. Sunil Srivastav 00237561 Member Non-Executive Independent Director 2
* Mr. Rakesh Sood ceased to be Member & Chairman of the Committee w.e.f. 6 October, 2020 and Ms. Bindu Saxena was appointed in his place
as the Chairperson of the Committee w.e.f. 9 November 2020.

The Company Secretary and Compliance Officer acts as the Secretary like composition of committees, effectiveness of Committee Meetings
to the Committee. The Chief Financial Officer of the Company is the etc. The criteria for performance evaluation of the individual directors
permanent invitee to the Committee Meetings. included aspects on contribution to the Board and Committee
Meetings like preparedness on the issues to be discussed, meaningful
Evaluation of Performance of the Board, its Committees and and constructive contribution and inputs in meetings etc. In addition,
Directors: performance of the Chairman was also evaluated on the key aspects of
The Company has formulated a Policy on Board Evaluation in his role and responsibilities.
accordance with the applicable provisions of SEBI Listing Regulations The performance evaluation of an Independent Directors was based
and the Act. An annual performance evaluation of the Board its on the criteria viz. attendance at Board and Committee Meetings, skill,
Committees and individual directors (including independent directors experience, ability to challenge views of others in a constructive
and Chairperson) in an independent and fair manner was carried out in manner, knowledge acquired with regard to the Company's business,
accordance with the Company's Board Evaluation Policy for the understanding of industry and global trends etc.
financial year ended 31 March 2021.
REMUNERATION OF DIRECTORS
The performance of the Board and individual directors was evaluated
by the Board seeking inputs from all the Directors. The performance of Non - Executive Directors Compensation and Disclosures:
the Committees was evaluated by the Board seeking inputs from the
Committee Members. The Nomination and Remuneration Committee The Non-Executive Independent Directors are paid compensation in
reviewed the performance of the individual directors. This was followed the following manner:
by a Board Meeting that discussed the performance of the Board, its • Sitting Fees of `40,000/- for attending each Board and
Committees and individual directors. A separate meeting of Committee Meeting.
Independent Directors was also held to review the performance of
Non-Independent Directors, performance of the Board as a whole and • Commission, as decided by the Board, not exceeding 1% of the
performance of the Chairman of the Company. Net Profit of the Company and in case of loss remuneration
payable in accordance with the provisions of Schedule V of the
The criteria for performance evaluation of the Board included aspects Act.
like Board composition and structure, effectiveness of Board
processes, information and functioning etc. The criteria for • None of the Non-Executive Independent Directors have any
performance evaluation of Committees of the Board included aspects pecuniary relationship with the Company.

28 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

• None of the Non-Executive Independent Directors holds any Maintenance of Chairman's Office
equity shares of the Company.
The Company maintains the office of Chairman, being Non-Executive
• None of the Non-Executive Independent Directors hold any Independent Director, and reimburses all the expenses incurred by
convertible instruments in the Company. him towards performance of his duties, up to the limit as decided by the
Board of Directors.
• Payment of reimbursement of expenses incurred by Non-
Executive Independent Directors for participation in the Board
and other meetings of the Company.

Details of remuneration paid to all the Directors for the financial year 2020-2021 are as follows: (Amount in `)

Sr. Name of Directors Salary Benefits/ Remuneration Sitting Fees Holding of Equity shares/ stock options
No. Perquisites (payable for 2020-21) (paid) of the Company as on 31 March 2021

1 Mr. Dhirendra Swarup - - 24,00,000 7,20,000 Nil

2 Mr. Rakesh Sood - - - 3,20,000 Nil
3 Mr. Sunil Arjan Lulla 5,14,46,124 6,39,600 - - 1,400 Equity Shares
4 Mr. Kishore Arjan Lulla - - - - Nil
5 Ms. Bindu Saxena - - 12,00,000 4,40,000 Nil
6 Mr. Sunil Srivastav - - 12,00,000 6,00,000 Nil
7 Mr. Farokh P. Gandhi 79,18,560 - - - 43 Equity Shares
Note: Remuneration payable to Non-Executive Directors for FY 2020-21 as per Schedule V of the Act shall be subject to the approval of Shareholders by Ordinary Resolution.

STAKEHOLDERS RELATIONSHIP COMMITTEE The detailed terms of reference of Stakeholders Relationship

Committee along with working procedure, charter and constitution are
The Stakeholders Relationship Committee is constituted in uploaded on website of the Company at www.eiml.site.
accordance with Section 178 of the Act and applicable Rules thereto
and in accordance with Regulation 20 of SEBI Listing Regulations. As Meeting Details:
on 31 March 2021, the Stakeholders Relationship Committee
comprised of Four (4) Members, majority of whom are Non-Executive During the year under review, Stakeholders Relationship Committee
Independent Directors. The Chairman of the Stakeholders met Four (4) times in a year viz. on 30 July 2020; 11 September 2020;
Relationship Committee is a Non- Executive Independent Director and 09 November 2020 and 11 February 2021. The necessary quorum was
he was present at last year's Annual General Meeting to address the present at all the Meetings.
queries of the shareholders.

Composition of the Stakeholders Relationship Committee and the attendance of each member at the said Committee Meetings are set out in the
following table:
Name of Committee Directors Identification Designation in Category Number of
Member No.(DIN) the Committee Meetings attended
Mr. Sunil Srivastav 00237561 Chairman Non-Executive Independent Director 4
Mr. Dhirendra Swarup 02878434 Member Non-Executive Independent Director 4
Mr. Rakesh Sood* 07170411 Member Non-Executive Independent Director 2
Mr. Sunil Arjan Lulla 00243191 Member Executive Vice Chairman & Managing Director 4
* Mr Rakesh Sood ceased to be member of the committee w .e.f. 6 October 2021

The Company Secretary and Compliance Officer of the Company acts Status of Investor Grievances during the year 2020-2021:
as the Secretary to the Committee. The Chief Financial Officer of the
Company is the permanent invitee to the Committee Meetings. Description of Investors Grievances received No. of
during the year Grievances
The functions and powers of the Stakeholders Relationship Committee
includes resolving of investor's complaints pertaining to share Total Grievances Pending at the Beginning of Period
transfers, non-receipt of annual reports, dividend payments, issue of as on 1 April 2020 0
duplicate share certificates, transmission of shares and other Letters directly received from Investors 0
shareholder related queries, complaints, maintaining investor
relations etc. N.S.E. 0

The main objective of Stakeholders Relationship Committee is to B.S.E. 0

ensure effective implementation and monitoring of framework devised SEBI (Securities Exchange Board of India) (SCORES) 1
to avoid insider trading and abusive self-dealing, ensure effective
implementation of whistle blower mechanism offered to all the Total Grievances attended 1
stakeholders to report any concerns about illegal or unethical Total Grievances pending as on 31 March 2021 0
practices, consider and resolve the grievances of security holders of
the Company, approval of transfer, transmission of shares, and other All the Complaints received were promptly resolved and there was no
securities of the Company, issue of duplicate certificates on split, outstanding complaint as on 31 March 2021.
carrying out any other function contained in the SEBI Listing
Regulations, as and when amended from time to time.

EROS INTERNATIONAL MEDIA LIMITED 29

CORPORATE GOVERNANCE REPORT

Share Transfer System: CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

SEBI has mandated that, effective 1 April 2019, no share can be The Corporate Social Responsibility (CSR) Committee is constituted in
transferred in physical mode. Hence, the Company has stopped accordance with Section 135 of the Act and applicable Rules thereto.
accepting any fresh lodgement of transfer of shares in physical form. As on 31 March 2021, the CSR Committee comprised of Four (4)
The Company had sent communication to the shareholders Members. The Chairman of the CSR Committee is an Independent
encouraging them to dematerialise their holding in the Company. Director and he was present at last year's Annual General Meeting to
address the queries of the shareholders, if any.
Shareholders holding shares in physical form are advised to avail the
facility of dematerialisation. Trading in equity shares of the Company is The objective of the CSR Committee is to implement the CSR activities
permitted only in dematerialised form. as per the CSR policy of the Company as stated at length in Directors
Report of the Company.
During the year, the Company had obtained, on half-yearly basis, a
certificate, from a Company Secretary in Practice, certifying that all The detailed terms of reference of CSR Committee along with working
certificates have been issued within thirty days of the date of procedure, charter and constitution are uploaded on website of the
lodgement of the transfer (for cases lodged prior to 1 April 2019), sub- Company at www.eiml.site.
division, consolidation and renewal as required under Regulation Meeting Details:
40(9) of the Listing Regulations and filed a copy of the said certificate
During the year under review, Corporate Social Responsibility
with the Stock Exchanges.
Committee met One (1) time in a year viz. on 30 July 2020. The
necessary quorum was present at all the Meetings.

Composition of the CSR Committee and the attendance of each member at the said Committee Meetings are set out in following table:

Name of Committee Directors Identification Designation Category Number of

Member No.(DIN) Meetings attended
Mr. Dhirendra Swarup 02878434 Chairman Non-Executive Independent Director 1
Mr. Kishore Arjan Lulla 02303295 Member Executive Director 0
Mr. Sunil Arjan Lulla 00243191 Member Executive Vice Chairman & Managing Director 1
Mr. Rakesh Sood 07170411 Member Non-Executive Independent Director 1

The Company Secretary and Compliance Officer acts as the Secretary functioning of the Company. The Board have delegated certain powers
to the Committee. The Chief Financial Officer of the Company is the to this Committee. As at 31 March 2021, the Management Committee
permanent invitee to the Committee Meetings. comprised of directors and senior executives of the Company viz.
Mr. Sunil Arjan Lulla, Mr. Kishore Arjan Lulla and Mr. Farokh P. Gandhi.
MANAGEMENT COMMITTEE
The Committee met Sixteen (16) times during the financial year for
The Board of Directors of the Company have constituted the operational matters.
Management Committee to look after day to day affairs and

INVESTORS INFORMATION
General Body Meeting
Details of location, date and time of last three Annual General Meetings and special resolution passed thereat:
Financial Year Date and Time Venue Special Resolution Passed
2017-18 27 September 2018 at The Club, 197, D. N. Nagar, Appointment of Mr. Subramaniam Lakshminarayanan
2:00 P.M. Andheri West, Mumbai - 400 053 (DIN: 07972480) as an Independent Director of the Company.
2018-19 25 September 2019 at The Classic Club", New Link Road, Re-appointment of Mr. Dhirendra Swarup (DIN: 02878434)
2:00 P.M. Behind Infinity Mall, Andheri West, as an Independent Non-Executive Director to hold office for
Mumbai - 400 053 second term of five consecutive years.
2019-20 15 December 2020 at Through Video Conferencing/ 1) Approval for waiver of excess remuneration for financial
3:00 P.M. Other Audio-Visual Means year 2019-20 to Mr. Sunil Lulla, an Executive Vice Chairman
("VC/OAVM") Facility & Managing Director of the Company
2) Re-appointment of Mr. Sunil Lulla (DIN: 00243191) as an
Executive Vice Chairman & Managing Director of the
Company and payment of remuneration.
No Extra Ordinary General Meeting of the Shareholders of the Company was held during the financial year 2020-2021.

RESOLUTIONS PASSED BY WAY OF CONDUCTING THE MEANS OF COMMUNICATION

POSTAL BALLOT:
The Company has always promptly reported to both the stock
During the year under review, no ordinary/special resolutions were exchanges where the securities of the Company are listed, all the
passed through Postal Ballot pursuant to the provisions of Section 110 material information including declaration of quarterly, half yearly and
of the Companies Act, 2013 read with the Rule 22 of the Companies annual financial results in the prescribed formats and through press
(Management and Administration) Rules, 2014. releases.
No ordinary/special resolution is proposed to be conducted through Financial results are published in "The Free Press Journal" and
postal ballot as on the date of this report. "Navshakti" as per the requirements of the SEBI Listing Regulations.
The said results are also made available on Company's website at
www.eiml.site.

30 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Presentation to Institutional Investors/ Analysts

The Corporate Presentations made to investors / analysts is displayed on the website of the Company.

GENERAL SHAREHOLDERS INFORMATION:

Annual General Meeting
Day Tuesday
Date 28 September 2021
Time 3:00 P.M.
Venue Through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM")
Financial Calendar (Tentative)
Audited Annual Results of previous year ended 31 March 2021 28 June 2021
st
1 quarter results for quarter ending June 2021 14 August 2021
2nd quarter results for quarter ending September 2021* On or before 14 November 2021
3rd quarter results for quarter ending December 2021* On or before 14 February 2022
Last quarter results for quarter ending March 2022* On or before 30 May 2023
Financial year 1 April to 31 March
Book Closure Dates From Tuesday, 21 September 2021 to
Tuesday, 28 September 2021 (both days inclusive)
Listing of equity shares at Stock Exchanges BSE Limited
Pheeroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001.
Tel No:- +91-22-22721233/1234
Fax No:- +91-22-22721919
National Stock Exchange of India Limited
Exchange Plaza, 5th Floor, Plot No- C Block, G Block,
Bandra Kurla Complex, Mumbai - 400 051.
Tel No:- +91-22-26598100-8114
Fax No:- +91-22-26598120
Stock Codes BSE - 533261
NSE - EROSMEDIA
ISIN Number INE416L01017
Corporate Identification Number (CIN) L99999MH1994PLC080502

*or any extended date as may be permitted by SEBI due to COVID-19.

The Annual Listing Fees for the financial year 2021-2022 to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) has been paid by
the Company within prescribed time.
The Annual Custodian Fees for the financial year 2021-2022 to National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) has been paid by the Company within prescribed time.
MARKET PRICE DATA
The equity shares of the Company are listed on the BSE Limited and the National Stock Exchange of India Limited. The monthly high and low share
prices on both the exchanges for a period starting from April 2020 to March 2021 are as below:

Month BSE Limited (BSE) National Stock Exchange of India Limited (NSE)
High Price (`) Low Price (`) Volume High Price (`) Low Price (`) Volume
April 2020 22.86 7.97 23,55,317 22.70 8.00 1,58,76,213
May 2020 17.50 13.00 12,47,857 17.45 13.10 80,38,277
June 2020 20.20 15.75 15,45,846 20.00 15.50 1,61,38,815
July 2020 20.90 16.60 27,46,129 20.90 16.75 1,76,94,458
August 2020 30.40 17.30 37,64,972 30.25 17.60 3,00,96,042
September 2020 23.90 19.45 4,86,482 23.70 19.45 22,25,046
October 2020 22.35 18.35 3,92,425 22.30 18.20 26,02,995
November 2020 21.55 17.55 5,57,070 21.60 17.75 26,12,596
December 2020 25.80 20.95 13,91,088 25.90 20.95 85,94,274
January 2021 24.55 22.00 6,38,524 24.65 22.00 47,62,023
February 2021 29.30 21.70 10,20,793 29.00 22.05 81,20,416
March 2021 33.90 24.30 17,12,296 34.15 24.10 1,07,64,402
[Source: This information is compiled from the data available from the website of BSE and NSE]

EROS INTERNATIONAL MEDIA LIMITED 31

CORPORATE GOVERNANCE REPORT

PERFORMANCE IN COMPARISON TO BROAD BASED INDICES Shareholding pattern as on 31 March 2021

60,000.00 30.00 Particulars No. of % of
Shares Shareholding
50,000.00 25.00
Promoter & Promoter Group 5,95,84,302 62.15
40,000.00 20.00 FIIs / Foreign Portfolio Investors 1,08,33,663 11.30
30,000.00 15.00 N.R.I.s / Non-Domestic Companies
/ Foreign National 19,27,074 2.01
20,000.00 10.00 Banks, Financial Institutions,
NBFC Registered with RBI 11,498 0.01
10,000.00 5.00
Private Corporate Bodies 3,20,868 0.34
0.00 0.00 Individuals / Others 2,31,76,054 24.18
0 0 20 20 20 -20 -20 -20 -21 21 r-21
r-2 -2 0
ay un
- l-2 g- ep- t v c an b- a IEPF 11,359 0.01
Ap M J Ju Au S Oc No De J Fe M
BSE Sensex Eros Share Price Total Paid Up Capital 9,58,64,818 100.00

16000 30.00
PLEDGE OF SHARES
14000
25.00
12000
3,67,21,169 Equity Shares have been pledged by Eros Worldwide FZ
20.00 LLC, Holding Company as on 31 March 2021.
10000
DEMATERIALISATION OF SHARES AND LIQUIDITY AS ON 31
8000 15.00
MARCH 2021
6000
10.00 The securities of the Company are compulsory traded in
4000
dematerialised form and are available for trading on both the
5.00
2000 depositories in India viz. National Securities Depository Limited (NSDL)
0 0.00
and Central Depository Services (India) Limited (CDSL). Equity Shares
0 0 0 0 0 0 0 0 1 1 1 of the Company representing 99.99% of the Company's Equity Share
-2 -2 n-
2 0
g-
2
p-
2 2 v-2 c-
2 2
b-
2 -2
pr ay l-2 ct- n- ar Capital are in dematerialised form as on 31 March 2021 and the entire
A M Ju Ju Au Se O No De Ja Fe M
promoters holding have been held in the dematerialised as on 31
Nifty Eros Share Price
March 2021.
Break up of shares in physical and demat form as on 31 March
REGISTRAR AND SHARE TRANSFER AGENTS 2021 is as follows:
Address for Investor Correspondence Number of % of Total
Shares number of Shares
For any assistance regarding dematerialization of shares, re-
materialization of shares, share transfers, transmissions, change of Physical Segment 123 0.00
address, non-receipt of dividend or any other query relating to shares, Demat Segment
please write to:
• NSDL 7,10,42,868 74.11
LINK INTIME INDIA PRIVATE LIMITED • CDSL 2,48,21,827 25.89
Unit - Eros International Media Limited
Total 9,58,64,818 100.00
C 101, 247 Park, LBS Marg, Vikhroli West,
Mumbai 400 083, Maharashtra (India).
Tel: +91 (22) 49186270 The Company's Equity Shares are regularly traded on the BSE Limited
Fax: +91 (22) 49186060 and the National Stock Exchange of India Limited, in dematerialised
Email: [email protected] form.
Web: www.linkintime.co.in
Under the Depository system, the International Security Identification
DISTRIBUTION OF SHAREHOLDING AS ON 31 MARCH 2021 Number (ISIN) allotted to the Company's shares is INE416L01017.

Shares Holding of Shares No. of Shareholders % to Total OUTSTANDING ADRS/GDRS AND OTHER INSTRUMENTS

1-5000 46747 84.730 During the year under review, the Company did not issue any
ADRs/GDRs/ other instruments, which are convertible into equity
5001-10000 3789 6.867 shares of the Company.
10001-20000 2126 3.853
The Company has outstanding stock options in force which carries
20001-30000 749 1.357 entitlement of equity shares of the Company, as and when exercised.
30001-40000 364 0.659 COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND
40001-50000 309 0.560 HEDGING ACTIVITIES
50001-100000 519 0.940 The Company does not deal in Commodity and Foreign Exchange and
100001 and above 569 1.031 hence the disclosure is not applicable.
Total 55172 100.000

32 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Address for General Correspondence into by the unlisted subsidiaries forming part of the financials are being
reviewed by the Audit Committee of your Company on a quarterly basis.
Company Secretary & Corporate Office:
Compliance Officer 901/902, Supreme Chambers, RELATED PARTY TRANSACTION
Eros International Media Limited Off. Veera Desai Road,
Registered Office: Andheri West, A policy on materiality of Related Parties and dealings with Related
201, Kailash Plaza, Mumbai-400 053 Party Transactions has been formulated by the Board of Directors and
Opp Laxmi industrial Estate, Maharashtra (India). has also been uploaded on the website of the Company at
Off. Andheri Link Road, Tel: + (91 22) 6602 1500 www.eiml.site.
Andheri West, Fax: + (91 22) 6602 1540 The objective of the Policy is to ensure due and timely identification,
Mumbai- 400 053 Email: [email protected] approval, disclosure reporting and transparency of transactions
Maharashtra (India). Web: www.eiml.site between Company and any of its Related Parties in compliance with the
CREDIT RATING applicable laws and regulations, as may be amended from time to time.

During the year under review, following ratings were reviewed by Acuité Insider Trading Regulations
Ratings & Research Limited, a Credit Rating Agency on the Long-Term The Company has instituted a comprehensive code of conduct for its
and Short-Term bank facility(ies) of the Company.
Directors, Key Managerial Personnel, Senior Management Personnel,
Designated Persons and third parties such as auditors, consultants,
Facilities Rated Ratings as on Rating as on
1 April 2020 31 March 2021 etc. who are expected to have access to unpublished price sensitive
information relating to the Company in compliance with Securities and
Long-Term Bank Facilities CARE D ACUITE B Exchange Board of India (Prohibition of Insider Trading) Regulations,
Short-Term Bank Facilities CARE D ACUITE B 2015, as amended from time to time.
The objective of the Code is to prevent purchase and/or sale of
OTHER DISCLOSURES: securities of the Company by an insider on the basis of unpublished
Disclosure on Material Related Party Transactions: price sensitive information. Under this Code, Directors, Key Managerial
Personnel and Senior Management Personnel, Designated Persons,
During the year, there were no transactions of materially significant their immediate relatives and such others connected person, are
nature with the Promoters or Directors or the Management or the completely prohibited from dealing in the Company's shares during the
subsidiaries or relatives etc. that had potential conflict with the interests closure of Trading Window. Further, the Code specifies the procedures
of the Company at large. A statement of summary of related party to be followed and disclosures to be made by Directors, Key
transactions is duly disclosed in the Notes to Accounts. Managerial Personnel, Senior Management Personnel and such other
Designated Persons, while dealing with the securities of the Company
Details of Non-Compliance:
and enlists the consequences of any violations.
No penalties have been imposed on the Company by the Stock
The Annual disclosures as required from Directors, Key Managerial
Exchanges, SEBI or any other statutory authorities on any matter
Personnel, Senior Management Personnel and other Designated
related to capital markets during the last three years.
Employees for adherence to this Code during the financial year 2020-
Whistle Blower / Vigil Mechanism Policy: 2021 have been received by the Company.
The Whistle Blower Mechanism (Vigil Mechanism) in the Company The Company Secretary has been appointed as the Compliance
enables all the directors, employees and its stakeholders, to report Officer for monitoring adherence to the Code.
concerns about unethical behaviour, report for leakage of unpublished
The Code is uploaded on the Company's website at www.eiml.site.
price sensitive information, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy. This mechanism has SECRETARIAL AUDIT
provided adequate safeguards against victimisation of directors/
employees of the Company who avail the mechanism and also provide S.G & Associates, firm of Company Secretaries, carried out various
for direct access to the Chairman of the Audit Committee. No personnel compliance and secretarial audits during the year:
are denied access to this mechanism. • Quarterly Secretarial Audit
The Vigil Mechanism and Whistle Blower Policy has been posted on the • Annual Secretarial Audit as required under Section 204 of the Act
website of the Company at www.eiml.site. & applicable Rules thereto.
SUBSIDIARIES • Secretarial Compliance Report to Stock Exchanges pursuant to
As on 31 March 2021, the Company has Eleven (11) direct subsidiaries. SEBI's Circular CIR/CFD/CMD1/27/2019 dated 8 February, 2019.
Out of Eleven (11) direct subsidiaries, Nine (9) are Indian and other Two Report issued by S.G & Associates in Form No. MR-3 is attached and
(2) are foreign subsidiaries. forms part of Directors Report.
None of the subsidiary companies except Copsale Limited (a British GREEN INITIATIVE
Virgin Island Company) are material non-listed subsidiary in terms of
Regulation 16(c) of the SEBI Listing Regulation. Ms. Bindu Saxena, the As a responsible corporate citizen, the Company welcomes and
Company's Independent Director has been appointed as Independent supports the 'Green Initiative' undertaken by the Ministry of Corporate
Director on the Board of Copsale Limited, a material subsidiary Affairs, Government of India, enabling electronic delivery of documents
company. including the Annual Report, quarterly and half-yearly results, amongst
others, to Shareholders at their e-mail address previously registered
The Board of Directors of the Company have also formulated a policy with the DPs and RTAs.
for determining 'material' subsidiaries and the same has been
uploaded on the website of the Company at www.eiml.site. Shareholders who have not registered their e-mail addresses so far are
requested to do the same. Those holding shares in demat form can
The Financial Statements including investments made by the unlisted register their e-mail address with their concerned DPs. Shareholders
subsidiaries and all significant transactions and arrangements entered who hold shares in physical form are requested to register their e-mail

EROS INTERNATIONAL MEDIA LIMITED 33

CORPORATE GOVERNANCE REPORT

addresses with the RTA, by sending a letter, duly signed by the first/sole • The Company is fully compliant with the applicable mandatory
holder quoting details of Folio Number. requirements under SEBI Listing Regulations, relating to
Corporate Governance.
CEO / CFO CERTIFICATION
• The Company has laid down the Whistle Blower mechanism for
Mr. Pradeep Dwivedi, Chief Executive Officer and Mr. Farokh P. Gandhi,
employees and its stakeholders of the Company to report to the
Director & Chief Financial Officer of the Company has provided
management about any instances of unethical behaviour, actual
certification on financial reporting and internal controls to the Board as
or suspected fraud, illegal or unethical practices in the Company.
required under Regulation 17(8) of the SEBI Listing Regulations, copy
of which is attached to this Report. The Chief Executive Officer and the • During the year under review, there was one audit qualification in
Chief Financial Officer also give quarterly certification on financial the Company's Financial Statements with regards to Internal
results while placing the financial results before the Board in terms of Financial Control. Your Company continues to adopt best
Regulation 33(2) of the SEBI Listing Regulations. practices to ensure a regime of unqualified Financial Statements.
The Company has complied with all the mandatory requirements of • Certificate from a Company Secretary in Practice on confirming
Corporate Governance Report as stated under SEBI Listing directors are not debarred or disqualified by SEBI/MCA or any
Regulations. statutory authority is published as an annexure to this Report.
COMPLIANCE OF DISCRETIONARY REQUIREMENTS • The total fees for all services paid by the Company and its
subsidiaries, on a consolidated basis, to the statutory auditor is
The Company has adopted the following discretionary requirements
` 146 Lakhs.
stated under Part E of Schedule II of Regulation 27(1) of SEBI Listing
Regulations: - • During the year, there were no complaints filed, disposed or
pending relating to the Sexual Harassment of Women at
A. The Board
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Chairman i.e. Mr. Dhirendra Swarup is a Non-Executive
Code of Conduct
Independent Director and the Company maintains the
Chairman's office at its expense and reimburses all expenses The Board has laid down a Code of Business Conduct and Ethics for all
incurred in performance of duties by the Chairman. the Directors, Key Managerial Personnel and Senior Managerial
Personnel of the Company in accordance with the requirement under
B. Separate posts of chairperson and chief executive officer
Regulation 17(5) of SEBI Listing Regulations. The Code has also been
The Company has appointed separate persons for the post of posted on the website of the Company at www.eiml.site. All the Board
Chairperson of the Company and Chief Executive Officer. Members, Key Managerial Personnel and Senior Management
Mr. Dhirendra Swarup act as the Chairperson of the Board Personnel have affirmed their compliance with the said Code for the
whereas Mr. Pradeep Dwivedi is the Chief Executive Officer of the financial year ending 31 March 2021.
Company.
A declaration to this effect signed by the Executive Vice Chairman &
C. Reporting of Internal Auditor Managing Director of the Company is provided below in this Report.

The internal control systems of the Company are routinely tested In accordance with Schedule IV of the Act, a separate Code of Conduct
and verified by Internal Audit Department and significant audit for the Independent Directors has been adopted by the Company. The
observations and follow-up actions are reported to the Audit said Code states, inter alia, the duties, roles and responsibilities of
Committee. Independent Directors and it has also been posted on the website of
the Company at www.eiml.site.
COMPLIANCE WITH CORPORATE GOVERNANCE MANDATORY
REQUIREMENTS All Independent Directors have confirmed to the Company that they
have adhered to and complied with the said Code for the financial year
The Company has complied with the all the requirements specified ended 31 March 2021.
under Regulation 17 to Regulation 27 and Clauses (b) to (i) of sub-
regulation (2) of Regulation 46 of SEBI Listing Regulations and the DECLARATION AFFIRMING COMPLIANCE OF CODE OF
disclosure of the compliance status forms part of this Report. CONDUCT

OTHER DISCLOSURES To the best of my knowledge and belief, I hereby affirm that all the Board
Members and Senior Management Personnel of the Company have
• No treatment different from the Indian Accounting Standards (IND fully complied with the provisions of the code of conduct as laid down
AS), prescribed by the Institute of Chartered Accountants of India, by the Company for Directors and Senior Management Personnel
has been followed in the preparation of financial statements. during the financial year ended on 31 March 2021.
• The Company has in place the mechanism to inform Board
members about the risk assessment and minimisation
procedures and periodical reviews to ensure that risk is For and on behalf of the Board
controlled by the Executive Management. Eros International Media Limited

• During the year, the Company did not make any public issue, right
issue, preferential issue, etc. and hence it did not receive any
Sunil Arjan Lulla
proceeds from any such issues. The proceeds received from
Executive Vice Chairman & Managing Director
public issue made in 2010, were appropriately utilized.
DIN: 00243191
• During the last three years, there were no instances of non-
Date: 14 August 2021
compliance by the Company and no penalty or strictures were
Place: Mumbai
imposed on the Company by the Stock Exchanges or SEBI or any
statutory authority, on any matter related to the capital markets.

34 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015)

To,
The Members
Eros International Media Limited
201, Kailash Plaza Opp Laxmi Industrial Estate Off
Andheri Link Road, Andheri (W) Mumbai-400053, Maharashtra

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of M/s Eros International
Media Limited having CIN: L99999MH1994PLC080502 and having registered office at 201, Kailash Plaza, Opp Laxmi Industrial Estate,
Off. Andheri Link Road, Andheri (W) Mumbai-400053, Maharashtra (hereinafter referred to as 'the Company'), produced before us by the
Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para C Sub clause 10(i) of
the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at
the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and its officers, we hereby certify
that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2021 have been
debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India,
Ministry of Corporate Affairs, or any such other Statutory Authority.
Sr. No. Name of Director DIN Date of appointment in Company
1. Bindu Saxena 00167802 26/09/2019
2. Sunil Srivastav 00237561 23/05/2018
3. Sunil Arjan Lulla 00243191 19/08/1994
4. Kishore Arjan Lulla 02303295 28/09/2009
5. Dhirendra Swarup 02878434 10/02/2010
6. Farokh Phiroz Gandhi 03112612 09/11/2020

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the
Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the
future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For MNK and Associates LLP

Company Secretaries
FRN: L2018DE004900

Mohd Nazim Khan

Designated Partner
Place: New Delhi FCS: 6529, CP: 8245
Date: 28.06.2021 UDIN No.: F006529C000524354

EROS INTERNATIONAL MEDIA LIMITED 35

CORPORATE GOVERNANCE REPORT

CERTIFICATE OF COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER SCHEDULE V OF

THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

To
The Members of
Eros International Media Limited

We have examined the compliance of conditions of corporate governance by Eros International Media Limited ("the Company"), for the
year ended on 31 March 2021, as stipulated in Regulation 17 to 27, clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C,D and
E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the said Company with stock
exchange(s).
The compliance of conditions of corporate governance is responsibility of the management. Our examination was limited to procedures
and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is
neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and the representations made by the
Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in
Regulation 17 to 27,clauses(b) to (i) of sub-regulation (2) of regulation 46 Para C, D and E of Schedule V and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
This report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management
has conducted the affairs of the Company.
This report is addressed to and provided to the members of the Company solely for the purpose of enabling it to comply with its obligations
under the Listing Regulations with reference to compliance with the relevant regulations of Corporate Governance and should not be used
by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care or for any other
purpose or to any other party to whom it is shown or into whose hands it may come without our prior consent in writing. We have no
responsibility to update this report for events and circumstances occurring after the date of this report.

For SG & Associates

Practicing Company Secretaries

Suhas S. Ganpule
Proprietor
ACS No: 12122
CP No.5722
UDIN: A012122C000785268
Date: 14.08.2021
Place: Mumbai

36 ANNUAL REPORT 2020-21

Standalone
Financial
Statements
STANDALONE FINANCIAL STATEMENTS

INDEPENDENT AUDITOR’S REPORT

To the Members of Material Uncertainty related to Going Concern
EROS INTERNATIONAL MEDIA LIMITED As stated in Note No.52 of the standalone financial statements, the
economic uncertainty created by the novel coronavirus has resulted in
Report on the Standalone Financial Statements significant business disruptions for film distributer and broadcasting
Opinion companies. These conditions, along with other matter as set forth in the
aforesaid note, indicate the existence of a material uncertainty that may
We have audited the accompanying standalone financial statements of cast significant doubt about the Company's ability to continue as a
Eros International Media Limited ("the Company"), which comprise going concern.
the Balance Sheet as at March 31, 2021, the Statement of Profit and
Loss, including Other Comprehensive Income, Statement of changes Our opinion is not modified in respect of this above matter.
in Equity and the Cash Flow Statement for the year then ended, and Emphasis of Matter
notes to the financial statements including a summary of significant
accounting policies and other explanatory information. We draw attention to Note No. 51(a) of the standalone financial
statements, which describes the Company's management evaluation
In our opinion and to the best of our information and according to the of Covid 19 impact on the future business operations and future cash
explanations given to us, the aforesaid standalone financial statements flows of the Company and it's consequential effects on the carrying
give the information required by the Companies Act, 2013 ("the Act") in value of assets as on March 31, 2021. In view of uncertain economic
the manner so required and give a true and fair view in conformity with conditions, the Company's management's evaluation of impact on
the Indian Accounting Standards ("Ind AS") specified under Section 133 subsequent periods is highly dependent upon conditions as they
of the Act and other accounting principles generally accepted in India, evolve. Our opinion is not modified in respect of this matter.
of the state of affairs of the Company as at March 31, 2021, its loss
including other comprehensive income, the changes in equity and its Key Audit Matters
cash flows for the year ended on that date.
Key audit matters are those matters that, in our professional judgment,
Basis for Opinion were of most significance in our audit of the standalone financial
statements of the current period. These matters were addressed in the
We conducted our audit in accordance with the Standards on Auditing context of our audit of the standalone financial statements as a whole,
("SAs") specified under Section 143(10) of the Act. Our responsibilities and in forming our opinion thereon, and we do not provide a separate
under those Standards are further described in the Auditor's opinion on these matters. For each matter below, our description of
Responsibilities for the Audit of the Financial Statements section of our how our audit addressed the matter is provided in that context.
report. We are independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered Accountants of India We have determined the matters described below to be key audit
(ICAI) together with the ethical requirements that are relevant to our matters to be communicated in our report. We have fulfilled the
audit of the standalone financial statements under the provisions of the responsibilities described in the Auditors' responsibilities for the audit
Act and the Rules made thereunder, and we have fulfilled our other of the Standalone Financial Statements section of our report, including
ethical responsibilities in accordance with these requirements and the in relation to these matters. Accordingly, our audit included the
ICAI's Code of Ethics. We believe that the audit evidence we have performance of procedures designed to respond to our assessment of
obtained is sufficient and appropriate to provide a basis for our opinion the risks of material misstatement of the Standalone Financial
on the standalone financial statements. Statements. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis
for our audit opinion on the accompanying standalone financial
statements:-

38 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Key Audit Matters Response to Key Audit Matters

Revenue Recognition
(Refer note 1 and para 'a' of the significant accounting policies)

The Company recognize theatrical income, license Our audit procedures to assess the appropriateness of revenue recognised included and were
Fees and distribution revenue, net of sales related not limited to following:
taxes, when control of the underlying products • Obtaining an understanding of an assessing the design, implementation and operating
have been transferred along with satisfaction of effectiveness of the Company's key internal controls over the revenue recognition process.
performance obligation.
• Examination of significant contracts entered into close to year end to ensure revenue
Recognition of revenue is driven by specific terms recognition is made in correct period.
of related contracts.
• Testing a sample of contracts from various revenue streams by agreeing information back to
The various streams of revenue, together with the contracts and proof of delivery or transmission as appropriate and ensure revenue
level of judgement involved make its accounting recognition is in accordance with principles of Ind AS 115.
treatment for revenue a significant matter for our
audit. • Assessing the adequacy of Company's disclosure in accordance with requirements of Ind
AS 115.

Content Advances
(Refer note 4)
Company enters into agreements with production Our audit procedures with respect to content advance, delivery of the content and it's impairment
houses to develop future film content. Advances included and were not limited to following:
are given as per terms of agreements. Such
• Obtaining an understanding of and assessing the design, implementation and operating
content advances are monitored by management
effectiveness of the Company's key controls over the processes of authorisation of content
of the Company for recoverability and appropriate
advances and tracking of receipt of related content as per agreement.
write offs are taken when film production does not
seem viable and refund of advance is not probable • Examination of contracts on sample basis entered by the Company and agreeing with the
basis management evaluation. schedule of content advance.
The Content advances are transferred to film and • Examination of the approvals of write off where amounts are not recoverable.
rights at the point at which the content is first • Testing of the amounts transferred to film and rights account on sample basis on delivery of
exploited. Provision is made as per provision policy content by vendor.
in respect of content advances against which
content has not been delivered by vendor within • Circulating and obtaining independent confirmations from parties on the outstanding
agreed timelines or where projects are at standstill / balances on sample basis. Testing the reconciliation, if any between the balances
put on hold for substantial period of time. confirmed by party and balance in the books.

Because of the significance of content advances to • Conducting discussion with the management and reviewing, on sample basis, the project
the balance sheet and of the significant degree of status prepared by management for determining the adequacy of impairment provisions
management judgment involved in evaluating the where balances are still pending to be adjusted against the content to be delivered by the
adequacy of the allowance for content advances, party.
we identified this area as key audit matter.

Amortization of Film and Content Rights

(Refer note 1 and para 'c' of the significant accounting policies)
The cost incurred on acquisition of film and content Our audit procedures to test amortization/ impairment of film content included and were not
rights are amortized over the period. Company limited to following:
carries out stepped up amortization of film content,
• Assessing the design, implementation and operating effectiveness of the Company's key
with higher amortization in year of film release and
internal controls over the processes of maintenance and updation of master files containing
lower amortization in later periods as per the policy
data on the film rights carrying value and the related amortization computations thereof.
disclosed in significant accounting policy.
• Testing, on sample basis, the mathematical accuracy of the acquisition cost of film and
Such amortization policy has been derived basis
content rights, associated amortization charge and additions and disposals to third party
management's expectation of overall performance
supporting documents.
of films based on historical trends. The Company
maintains detailed content wise information •" Discussing the expectations of the selected films and shows with key personnel, including
relating to historical trends and future benefits from those outside of finance, to ensure its consistency of expected performance with key
content through theatrical sales, sale of satellite or assumptions.
television and other forms of monetisation of the • Determining the overall assumptions used by management for amortization policy is
content. appropriate based on the expected utilisation of benefits of the underlying content.
Determination of amortization policy and • Assessing management's historical forecasting accuracy by comparing past assumptions
assessing impairment of content asset involves to actual outcomes.
significant judgement and estimates since it is
dependent on various internal and external factors. • The carrying value of the content and film cost were tested for impairment based on the
valuation model. We tested the historical data used for valuation, challenged the terminal
Because of the significance of the amortization of growth and discount rates used and considered the reasonableness of the sensitivity
content and film rights to balance sheet together assessment applied.
with the level of judgement involved make its acc-
ounting treatment a significant matter for our audit.

EROS INTERNATIONAL MEDIA LIMITED 39

STANDALONE FINANCIAL STATEMENTS

Key Audit Matters Response to Key Audit Matters

Trade Receivables
(Refer note 1 and para 'f' of the significant accounting policies)

The Company is required to regularly assess the Our audit procedures to assess the recoverability of trade receivables included and were not
recoverability of its trade receivables. Management limited to following:
assesses the level of allowance for expected credit • Tested the accuracy of aging of trade receivables at year end on a sample basis.
loss required at each reporting date after taking
into account the ageing analysis of trade • Assessed the recoverability of the unsettled receivables on a sample basis through our
receivables and other historical and current factors evaluation of management's assessment with reference to the credit profile of the
specific to individual accounts. customers, historical payment pattern of customers, publicly available information and
latest correspondence with customers related to the recoverability of outstanding amount
The recoverability of trade receivables was and to consider if any additional provision should be made.
significant to our audit because of the significance
of trade receivables to balance sheet and • Tested subsequent settlement of trade receivables after the balance sheet date on a sample
involvement of significant degree of management basis, if any.
judgement involved in evaluating the adequacy of • Examination of the approvals of write off where amounts are not recoverable.
the allowance for expected credit loss.
• Circulating and obtaining independent customers confirmation on the outstanding
balances on sample basis. Testing the reconciliation, if any between the balances
confirmed by customer and balance in the books on sample basis.
• In assessing the appropriateness of the overall provision for expected credit loss we
considered the management's application of policy for recognizing provisions which
included assessing whether the calculation was in accordance with IND AS 109 and
comparing the Company's provisioning rates against historical collection data.

Related party Transactions

(Refer Note 44)
The Company has undertaken transactions with its Our procedures/ testing included the following:
related parties in the ordinary course of business at • Obtained and read the Company's policies, processes and procedures in respect of
arm's length. These include transactions in the identifying related parties, obtaining approval, recording and disclosure of related party
nature of investments, loans, sales etc. as transactions.
disclosed in note 44 to the standalone Ind AS
financial statements. • Read minutes of shareholder meetings, board meetings and minutes of meetings of those
charged with governance in connection with Company's assessment of related party
Considering the significance of transactions with transactions being in the ordinary course of business at arm's length;
related parties and regulatory compliances
thereon, related party transactions and its • Tested, related party transactions with the underlying contracts, confirmation letters and
disclosure as set out in respective notes to the other supporting documents;
financial statements has been identified as key • Agreed the related party information disclosed in the financial statements with the
audit matter. underlying supporting documents, on a sample basis.
• Also reviewed the assessment of the recoverability from the related parties based on
group's cash flow plan prepared by the Management.

Information Other than the Financial Statements and Auditor's in Section 134(5) of the Act, with respect to the preparation of these
Report thereon Standalone Financial Statements that give a true and fair view of the
financial position, financial performance including other
The Company's Board of Directors is responsible for the other comprehensive income, changes in equity and cash flows of the
information. The other information comprises the information included Company in accordance with the accounting principles generally
in the Annual Report, but does not include the standalone financial accepted in India, including the Indian Accounting Standards ("Ind AS")
statements and our auditor's report thereon. specified under Section 133 of the Act, read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended.
Our opinion on the standalone financial statements does not cover the
other information and we do not express any form of assurance This responsibility also includes maintenance of adequate accounting
conclusion thereon. records in accordance with the provision of the Act for safeguarding the
assets of the Company and for preventing and detecting frauds and
In connection with our audit of the financial statements, our
other irregularities; selection and application of the appropriate
responsibility is to read the other information and, in doing so, consider
accounting policies; making judgements and estimates that are
whether the other information is materially inconsistent with the
reasonable and prudent; and design, implementation and
financial statements or our knowledge obtained in the audit or
maintenance of adequate internal financial controls, that were
otherwise appears to be materially misstated. If, based on the work we
operating effectively for ensuring the accuracy and completeness of
have performed, we conclude that there is a material misstatement of
the accounting records, relevant to the preparation and fair
this other information; we are required to report that fact. We have
presentation of the standalone financial statements that give a true and
nothing to report in this regard.
fair view and are free from material misstatement, whether due to fraud
Management Responsibility for the Standalone Financial or error.
Statements
In preparing the standalone financial statements, management is
The Company's Board of Directors is responsible for the matters stated responsible for assessing the Company's ability to continue as a going

40 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

concern, disclosing, as applicable, matters related to going concern the scope of our audit work and in evaluating the results of our work;
and using the going concern basis of accounting unless management and (ii) to evaluate the effect of any identified misstatements in the
either intends to liquidate the Company or to cease operations, or has standalone financial statements.
no realistic alternative but to do so.
We communicate with those charged with governance regarding,
The Board of Directors are also responsible for overseeing the among other matters, the planned scope and timing of the audit and
Company's financial reporting process. significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
Auditor's Responsibility
We also provide those charged with governance with a statement that
Our objectives are to obtain reasonable assurance about whether the we have complied with relevant ethical requirements regarding
standalone financial statements as a whole are free from material independence, and to communicate with them all relationships and
misstatement, whether due to fraud or error, and to issue an auditor's other matters that may reasonably be thought to bear on our
report that includes our opinion. Reasonable assurance is a high level independence, and where applicable, related safeguards.
of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it From the matters communicated with those charged with governance,
exists. Misstatements can arise from fraud or error and are considered we determine those matters that were of most significance in the audit
material if, individually or in the aggregate, they could reasonably be of the standalone financial statements of the current period and are
expected to influence the economic decisions of users taken on the therefore the key audit matters. We describe these matters in our
basis of these standalone financial statements. auditor's report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we
As part of an audit in accordance with SAs, we exercise professional determine that a matter should not be communicated in our report
judgment and maintain professional scepticism throughout the audit. because the adverse consequences of doing so would reasonably be
We also: expected to outweigh the public interest benefits of such
communication.
• Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and Report on Other Legal and Regulatory Requirements
perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis 1. As required by the Companies (Auditor's Report) Order, 2016
for our opinion. The risk of not detecting a material misstatement ("the Order"), issued by the Central Government of India in terms
resulting from fraud is higher than for one resulting from error, as of sub-section (11) of Section 143 of the Act, we give in the
fraud may involve collusion, forgery, intentional omissions, "Annexure A" a statement on the matters specified in paragraphs
misrepresentations, or the override of internal control. 3 and 4 of the Order.

• Obtain an understanding of internal control relevant to the audit in 2. As required by Section 143(3) of the Act, we report that:
order to design audit procedures that are appropriate in the
circumstances. Under Section 143(3)(i) of the Act, we are also a) We have sought and obtained all the information and
responsible for expressing our opinion on whether the Company explanations which to the best of our knowledge and belief
has adequate internal financial controls system in place and the were necessary for the purposes of our audit;
operating effectiveness of such controls.
b) In our opinion, proper books of account as required by law
• Evaluate the appropriateness of accounting policies used and have been kept by the Company so far as appears from our
the reasonableness of accounting estimates and related examination of those books;
disclosures made by management.
c) The Balance Sheet, Statement of Profit and Loss including
• Conclude on the appropriateness of management's use of the Other Comprehensive Income, Statement of Changes in
going concern basis of accounting and, based on the audit Equity and the Cash Flow Statement dealt with by this report
evidence obtained, whether a material uncertainty exists related are in agreement with the books of account;
to events or conditions that may cast significant doubt on the
d) In our opinion, the aforesaid standalone financial
Company's ability to continue as a going concern. If we conclude
statements comply with the Ind AS specified under Section
that a material uncertainty exists, we are required to draw
133 of the Act read with Companies (Indian Accounting
attention in our auditor's report to the related disclosures in the
Standards) Rules, 2015 as amended;
standalone financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on e) The matter described under Material Uncertainty Related to
the audit evidence obtained up to the date of our auditor's report. Going Concern paragraph above and under Qualified
However, future events or conditions may cause the Company to opinion paragraph in Annexure B to this report in our
cease to continue as a going concern. opinion, may have an adverse effect on the functioning of
the Company.
• Evaluate the overall presentation, structure and content of the
standalone financial statements, including the disclosures, and f) On the basis of written representations received from the
whether the standalone financial statements represent the directors as on March 31, 2021 taken on record by the
underlying transactions and events in a manner that achieves fair Board of Directors, none of the directors is disqualified as
presentation. on March 31, 2021, from being appointed as a director in
terms of Section 164(2) of the Act;
Materiality is the magnitude of misstatements in the standalone
financial statements that, individually or in aggregate, makes it g) With respect to the adequacy of the internal financial
probable that the economic decisions of a reasonably knowledgeable controls over financial reporting of the Company and the
user of the standalone financial statements may be influenced. We operating effectiveness of such controls, refer to our
consider quantitative materiality and qualitative factors in (i) planning separate Report in "Annexure B". Our report expresses an

EROS INTERNATIONAL MEDIA LIMITED 41

STANDALONE FINANCIAL STATEMENTS

qualified opinion on the adequacy and operating i. The Company has disclosed the impact of pending
effectiveness of the Company's internal financial controls litigations on its financial position in its standalone
over financial reporting; financial statements - Refer Note 41 to the standalone
financial statements;
h) With respect to the other matters to be included in the
Auditor's Report in accordance with the requirements of ii. The Company did not have any long-term contracts
section 197(16) of the Act, as amended, including derivative contracts for which there were any
material foreseeable losses, and
In our opinion and to the best of our information and
according to the explanations given to us, the remuneration iii. There has been no delay in transferring amounts,
paid by the Company to its Executive Vice Chairman and required to be transferred, to the Investor Education and
Managing Director for the year ended March 31, 2021 is in Protection Fund by the Company.
excess by ` 400 Lakhs vis-à-vis the limits specified in
Section 197 of Act read with Schedule V thereto as the
Company does not have profits. The Company has
For Chaturvedi & Shah LLP
represented to us that it is in the process of complying with
Chartered Accountants
the prescribed statutory requirements to regularize such
Firm Registration No. 101720W/W100355
excess payments, including seeking approval of
shareholders, as necessary.

i) With respect to the other matters to be included in the Amit Chaturvedi

Auditor's Report in accordance with Rules 11 of the Partner
Companies (Audit and Auditors) Rules, 2014, as Membership No. 103141
amended, in our opinion and to the best of our
information and according to the explanations given to UDIN:- 21103141AAAAOK7616
us: Place- Mumbai
Date: 28th June, 2021

42 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

ANNEXURE "A" TO INDEPENDENT AUDITORS' REPORT ON THE STANDALONE

FINANCIAL STATEMENTS OF EROS INTERNATIONAL MEDIA LIMITED

(Referred to in Paragraph 1 under the heading of "Report on other repayable on demand. Since the repayment of such loans has
legal and regulatory requirements" of our report of even date) not been demanded, in our opinion, the repayment of the
principal and interest amount is regular.
i) In respect of its Fixed Assets :
c. There is no overdue amount in respect of loans granted to
a. The Company has maintained proper records showing full such companies and firms.
particulars including quantitative details and situation of Fixed
Assets on the basis of available information. iv) In respect of loans, investments, guarantees and security, the
Company has complied with the provisions of Section 185 and 186
b. As explained to us, all the fixed assets have been physically of the Act.
verified by the management in a phased periodical manner,
which in our opinion is reasonable, having regard to the size of v) According to the information and explanations given to us, the
the Company and nature of its assets. No material Company has not accepted any deposits within the meaning of
discrepancies were noticed on such physical verification. provisions of Sections 73 to 76 or any other relevant provisions of
the Act and the rules framed thereunder. Therefore, the provisions of
c. According to the information and explanations given to us, the Clause (v) of paragraph 3 of the Order are not applicable to the
title deeds of all the immovable properties are held in the Company.
name of the Company.
vi) To the best of our knowledge and explanations given to us, the
ii) In respect of its inventories: Central Government has not prescribed the maintenance of cost
The physical verification of inventory has been conducted at records under sub section (1) of Section 148 of the Act in respect of
reasonable intervals by the Management during the year. (Films and the activities undertaken by the Company. Accordingly, the
Web Series where Company owns the rights are verified with provision of clause 3(vi) of the order is not applicable.
reference to the title documents/ agreements). No differences were vii) In respect of Statutory dues :
noticed on physical verification of inventory as compared to book
records. a. According to the records of the Company, undisputed
statutory dues including goods and service tax, employee's
iii) In respect of loans, secured or unsecured granted by the Company state insurance, provident fund, income-tax, sales-tax,
to companies, firms, limited liability partnerships or other parties service tax, duty of customs, value added tax, cess and any
covered in the register maintained under Section 189 of the Act: other statutory dues as applicable to it have not been regularly
a. In our opinion the terms and conditions of the grant of such deposited to the appropriate authorities and there have been
loans are prima facie, not prejudicial to the company's significant delays in a large number of cases. According to the
interest. information and explanations given to us, following are the
undisputed amounts payable in respect of the aforesaid dues
b. The schedule of repayment of principal and interest has been were outstanding as at March 31, 2021 for a period of more
stipulated wherein the principal and interest amounts are than six months from the date of becoming payable:-

Sr. Name of the statute Nature of the dues Amount Period to which the Due Date Date of
No. ` in lakhs amount relates Payment

1 Income Tax Act, 1961 Income tax 115 Assessment year 2016-17 31-03-2016 Unpaid
Interest on Income Tax 762 Assessment year 2016-17 31-03-2016 Unpaid
Income tax 18 Assessment year 2017-18 31-03-2017 Unpaid
Interest on Income Tax 1,647 Assessment year 2017-18 31-03-2017 Unpaid
Income tax 26 Assessment year 2018-19 31-03-2018 Unpaid
Interest on Income Tax 221 Assessment year 2018-19 31-03-2018 Unpaid
Income tax 3,446 Assessment year 2019-20 31-03-2019 Unpaid
Interest on Income Tax 3,314 Assessment year 2019-20 31-03-2019 Unpaid
2 Goods and Services Tax Interest on GST 54 For FY 2019-20 Various dates Unpaid
Act, 2017 Interest on GST 204 For FY 2018-19 Various dates Unpaid
Interest on GST 69 For FY 2017-18 Various dates Unpaid
3 Income Tax Act, 1961 Tax Deducted at Source 647 For FY 2020-21 Various dates Unpaid
Interest on TDS 120 For FY 2020-21 Various dates Unpaid

b. On the basis of our examination of accounts and documents on records of the Company and information and explanations given to us upon
enquires in this regard, the following are the disputed amounts payable in respect of goods and service tax, income tax, sales tax, service tax, duty
and cess as applicable to it, which have not been deposited on account of disputed matters pending before the appropriate authorities:-

EROS INTERNATIONAL MEDIA LIMITED 43

STANDALONE FINANCIAL STATEMENTS

Sr. Name of the statute Nature of Amount Amount Paid Period to which the Forum where dispute
No the dues ` in lakhs under protest amount relates is pending
(Amount
` in lakhs)
1 Finance Act, 1994 Service Tax, 31,350 1,000 From FY 2009-10 to Customs Excise and
Penalties and FY 2013-2014 Service Tax Appellate
Interest Tribunal
13,331 - From FY 204-15 to Office of Commissioner
June 2017 of CGST/ Central Excise
Reversal of 395 - From FY 2013-14 to Office of Commissioner
CENVAT Credit June 2017 of CGST/ Central Excise
Non/Short Levy 69 - From F.Y.2013-14 to Office of Commissioner
on Imports F.Y.2015-16 of CGST/ Central Excise
2 Income Tax Act, 1961 Income Tax 5 - AY 2014-15 Jurisdictional AO
60 - Various AY From 2012-13 CIT (A)
to AY 2016-17
3 - AY 2003-04 and Commissioner of Income
AY 2004-05 Tax(Appeals)
37 - AY 2004-05 Bombay High Court
3 Maharashtra Value Sales Tax 1,476 80 Various Years From Joint Commissioner of
Added Tax, 2002/ FY 2005-06 to FY 2016-17 sales tax (Appeals)
Central Sales Tax

viii) In our opinion and according to the information and explanations Company does not have profits. The Company has represented to
given to us, the Company has defaulted in repayment of loans or us that it is in the process of complying with the prescribed statutory
borrowings to banks and financial institutions as under: requirements to regularize such excess payments, including
seeking approval of shareholders, as necessary.
Name of Bank/ Amount ` in lakhs
Financial Institution xii) In our opinion Company is not a nidhi Company. Therefore, the
Principal* Interest* provisions of clause (xii) of paragraph 3 of the Order are not
Indian Overseas Bank 4,029 54 applicable to the Company.
Punjab National Bank 3,985 142 xiii) In respect of transactions with related parties:
Union Bank of India 3,314 4
In our opinion and according to the information and explanations
IDBI Bank 1,333 73 given to us, all transactions with related parties are in compliance
Bank of Baroda 753 127 with Sections 177 and 188 of the Act and their details have been
State Bank of India 429 75 disclosed in the financial statements etc., as required by the
applicable Ind AS.
Total 13,843* 476*
*These all dues are related to post December 24, 2020 to March 31, 2021
xiv) In our opinion and according to the information and explanations
given to us, the Company has not made any preferential allotment
or private placement of shares or of fully or partly convertible
One time restructuring under the Resolution Framework for COVID- debentures during the year and hence clause (xiv) of paragraph 3 of
19 related stress was invoked on December 24, 2020 by company the Order is not applicable to the Company.
and consortium bankers. The plan was approved for
implementation by company's bankers on June 22, 2021, due to xv) In our opinion and according to the information and explanations
which the debt liabilities that were due after cut-off date of January given to us, the Company has not entered into any non-cash
1, 2021 till approval date, including the above referred dues are transaction with the directors or persons connected with him and
restructured for payment. (Also refer note 51(b) of the standalone covered under Section 192 of the Act. Hence, clause (xv) of the
financial statement). paragraph 3 of the Order is not applicable to the Company.
Company did not have any borrowing from government any xvi) Based on information and explanation given to us, the Company is
outstanding debentures during the year. not required to be registered under Section 45-IA of the Reserve
Bank of India Act, 1934.
ix) The Company has not raised money by way of initial public offer or
further public offer (including debt instruments). In our opinion, the For Chaturvedi & Shah LLP
term loans were applied for the purpose for which the loans were Chartered Accountants
obtained. Firm Registration No. 101720W/W100355
x) Based on the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
information and explanations given to us, no fraud by the Company Amit Chaturvedi
or on the Company by its officers or employees has been noticed or Partner
reported during the year. Membership No. 103141
xi) In our opinion and to the best of our information and according to UDIN:- 21103141AAAAOK7616
explanation given to us, the remuneration paid by the Company to Place- Mumbai
its Executive Vice Chairman and Managing Director for the year Date: 28th June, 2021
ended March 31, 2021 is in excess by ` 400 Lakhs vis-à-vis the limits
specified in Section 197 of Act read with Schedule V thereto as the

44 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

ANNEXURE "B" TO INDEPENDENT AUDITORS' REPORT ON THE STANDALONE

FINANCIAL STATEMENTS OF EROS INTERNATIONAL MEDIA LIMITED

(Referred to in paragraph 2 (f) under 'Report on Other Legal and necessary to permit preparation of standalone financial statements in
Regulatory Requirements' of our report of even date) accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in
Report on the Internal Financial Controls over Financial Reporting accordance with authorisations of management and directors of the
under Clause (i) of sub-section 3 of Section 143 of the Companies Company; and (3) provide reasonable assurance regarding prevention or
Act, 2013 ("the Act") timely detection of unauthorised acquisition, use, or disposition of the
We have audited the Internal Financial Control over financial reporting of Company's assets that could have a material effect on the standalone
Eros International Media Limited ("the Company") as of March 31, financial statements.
2021 in conjunction with our audit of the standalone financial statements Inherent Limitations of Internal Financial Controls over Financial
of the Company for the year then ended. Reporting
Management Responsibility for the Internal Financial Controls Because of the inherent limitations of internal financial controls over
The Company's management is responsible for establishing and financial reporting, including the possibility of collusion or improper
maintaining internal financial controls based on the internal control over management override of controls, material misstatements due to error or
financial reporting criteria established by the Company considering the fraud may occur and not be detected. Also, projections of any evaluation
essential components of internal control stated in the Guidance Note on of the internal financial controls over financial reporting to future periods
Audit of Internal Financial Controls Over Financial Reporting (the are subject to the risk that the internal financial control over financial
"Guidance Note") issued by the Institute of Chartered Accountants of India reporting may become inadequate because of changes in conditions, or
("ICAI"). These responsibilities include the design, implementation and that the degree of compliance with the policies or procedures may
maintenance of adequate internal financial controls that were operating deteriorate.
effectively for ensuring the orderly and efficient conduct of its business, Qualified Opinion
including adherence to company's policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy According to the information and explanations given to us and based on
and completeness of the accounting records, and the timely preparation our audit, we have identified material weakness as at March 31, 2021 with
of reliable financial information, as required under the Act. regards advances given for content development which has remained
under production for a substantial period of time. The controls over
Auditor's Responsibility assessing the further development or alternative arrangements needs to
Our responsibility is to express an opinion on the Company's internal be strengthen failing which the advances may be potentially not
financial controls over financial reporting based on our audit. We recovered and written off in future.
conducted our audit in accordance with the Guidance Note issued by A 'material weakness' is a deficiency, or a combination of deficiencies, in
ICAI and the Standards on Auditing, issued by ICAI and deemed to be internal financial control over financial reporting, such that there is a
prescribed under Section 143(10) of the Act, to the extent applicable to an reasonable possibility that a material misstatement of the company's
audit of internal financial controls, both applicable to an audit of Internal annual or interim financial statements will not be prevented or detected on
Financial Controls and both issued by the ICAI. Those Standards and the a timely basis.
Guidance Note require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether In our opinion, except for the possible effects of the material weakness
adequate internal financial controls over financial reporting was described above on the achievement of the objective of the control
established and maintained and if such controls operated effectively in all criteria, the Company has, in all material respects, adequate internal
material respects. financial controls over financial reporting with reference to these
Standalone Financial Statements and such internal financial controls over
Our audit involves performing procedures to obtain audit evidence about financial reporting with reference to these Standalone Financial
the adequacy of the internal financial controls system over financial Statements were operating effectively as at March 31, 2021, based on the
reporting and their operating effectiveness. Our audit of internal financial internal control over financial reporting criteria established by the
controls over financial reporting included obtaining an understanding of Company considering the essential components of internal control stated
internal financial controls over financial reporting, assessing the risk that a in the Guidance Note issued by ICAI.
material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. We have considered the material weakness identified and reported above
The procedures selected depend on the auditor's judgment, including the in determining the nature, timing, and extent of audit tests applied in our
assessment of the risks of material misstatement of the standalone audit of the March 31, 2021 standalone financial statements of the
financial statements, whether due to fraud or error. Company, and the material weakness does not / do not affect our opinion
on the standalone financial statements of the Company.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified opinion on the Company's
internal financial controls system over financial reporting.
For Chaturvedi & Shah LLP
Meaning of Internal Financial Controls over Financial Reporting Chartered Accountants
Firm Registration No. 101720W/W100355
A company's internal financial control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of standalone financial statements
for external purposes in accordance with generally accepted accounting Amit Chaturvedi
principles. A company's internal financial control over financial reporting Partner
includes those policies and procedures that (1) pertain to the Membership No. 103141
maintenance of records that, in reasonable detail, accurately and fairly
UDIN:- 21103141AAAAOK7616
reflect the transactions and dispositions of the assets of the Company; (2)
provide reasonable assurance that transactions are recorded as
Place- Mumbai
Date: 28th June, 2021

EROS INTERNATIONAL MEDIA LIMITED 45

STANDALONE FINANCIAL STATEMENTS

Balance Sheet
as at 31 March 2021

Amount ` in lakhs
Particulars Notes Year ended Year ended
31 March 2021 31 March 2020
Assets
Non-current assets
Property, plant and equipment 3 4,961 3,305
Intangible assets
a) Content advances 4 35,437 41,525
b) Film rights 4 29,145 36,258
c) Other intangible assets 4 48 27
d) Intangible assets under development 324 5,874
Financial assets
a) Investments 5 4,502 4,502
b) Loans 6 545 545
c) Restricted bank deposits 7 98 41
d) Other financial assets 8 280 279
Other non-current assets 9 6,634 3,838
Total non-current assets 81,974 96,194
Current assets
Inventories 10 850 4
Financial assets
a) Trade receivables 11 46,081 52,590
b) Cash and cash equivalents 12 874 102
c) Restricted bank deposits 13 2,754 3,609
d) Loans and advances 14 838 720
e) Other financial assets 15 90 69
Other current assets 16 110 142
Total current assets 51,597 57,236
Total assets 1,33,571 1,53,430
Equity and Liabilities
Equity
Equity share capital 17 9,586 9,563
Other equity 18 11,518 28,417
Total equity 21,104 37,980
Liabilities
Non-current liabilities
Financial liabilities
a) Borrowings 19 4 63
b) Trade payables 20
i) Total outstanding dues of micro and small enterprises - -
ii) Total outstanding dues of creditors other than micro and small enterprises 17,999 118
c) Other financial liabilities 21 1,674 47
Employee benefit obligations 22 265 318
Deferred tax liabilities 23 - -
Other non-current liabilities 24 2,521 4,424
Total non-current liabilities 22,463 4,970
Current liabilities
Financial liabilities
a) Borrowings 25 49,696 49,423
b) Acceptances 26 1,400 1,400
c) Trade payables
i) Total outstanding dues of micro and small enterprises - -
ii) Total outstanding dues of creditors other than micro and small enterprises 12,673 28,394
d) Other financial liabilities 27 10,345 10,932
Employee benefit obligations 28 239 301
Other current liabilities 29 8,112 13,054
Current tax liabilities 30 7,539 6,976
Total current liabilities 90,004 1,10,480
Total liabilities 1,12,467 1,15,450
Total equity and liabilities 1,33,571 1,53,430
Notes 1 to 54 form an integral part of these standalone financial statements
As per our report of even date
For Chaturvedi & Shah LLP For and on behalf of Board of Directors
Chartered Accountants
Firm Registration No.: 101720W/W100355

Amit Chaturvedi Sunil Lulla Sunil Srivastav Pradeep Dwivedi

Partner Executive Vice Chairman & Non Executive Independent Chief Executive Officer
Membership No: 103141 Managing Director Director
(DIN: 00243191) (DIN: 00237561)

Farokh P. Gandhi Vijay Thaker

Chief Financial Officer Vice President - Company Secretary
(India) and Compliance Officer
Place: Mumbai Place: Mumbai
Date : 28 June 2021 Date : 28 June 2021

46 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Statement of Profit and Loss

for the year ended 31 March 2021

Amount ` in lakhs
Particulars Notes Year ended Year ended
31 March 2021 31 March 2020
Revenue
Revenue from operations (net) 31 24,450 66,900
Other income 32 6,814 5,547
Total revenue 31,264 72,447
Expenses
Film right costs including amortization costs 33 22,386 23,556
Changes in inventories of film rights 34 (846) 297
Employee benefits expense 35 3,138 2,974
Finance costs (net) 36 10,943 7,075
Depreciation and amortisation expense 37 610 818
Other expenses 38 10,880 47,661
Total expenses 47,111 82,381
Profit/(Loss) before exceptional items and tax (15,847) (9,934)
Exceptional Items 39 - 1,27,850
Profit/(Loss) before tax (15,847) (1,37,784)
Tax expense
Deferred tax - (18,790)
Short/(excess) provision of earlier years 1,136 (2,921)
1,136 (21,711)
Profit/(Loss) after tax for the year (16,983) (1,16,073)
Other comprehensive income
(i) Items that will not be reclassified to profit or loss
Remeasurement gain/(loss) on defined benefit plan (14) 127
Income tax effect (net) - (32)
Total comprehensive income for the year (16,997) (1,15,978)
Earnings per share
Basic (in ₹) (nominal value ₹ 10) 40 (17.74) (121.48)
Diluted (in ₹) (nominal value ₹ 10) (17.74) (121.48)

Notes 1 to 54 form an integral part of these standalone financial statements

As per our report of even date

For Chaturvedi & Shah LLP For and on behalf of Board of Directors
Chartered Accountants
Firm Registration No.: 101720W/W100355

Amit Chaturvedi Sunil Lulla Sunil Srivastav Pradeep Dwivedi

Partner Executive Vice Chairman & Non Executive Independent Chief Executive Officer
Membership No: 103141 Managing Director Director
(DIN: 00243191) (DIN: 00237561)

Farokh P. Gandhi Vijay Thaker

Chief Financial Officer Vice President - Company Secretary
(India) and Compliance Officer
Place: Mumbai Place: Mumbai
Date : 28 June 2021 Date : 28 June 2021

EROS INTERNATIONAL MEDIA LIMITED 47

STANDALONE FINANCIAL STATEMENTS

Statement of Changes in Equity

As at 31 March 2021

A. Equity share capital Number Amount ` in lakhs

Balance as at 1 April 2019 9,55,08,140 9,551
Add: Issued on exercise of employee share options 1,20,883 12
Balance as at 31 March 2020 9,56,29,023 9,563
Add: Issued on exercise of employee share options 2,35,795 24
Balance as at 31 March 2021 9,58,64,818 9,586

B. Other equity Amount ` in lakhs

Particulars Share General Share Options Retained Other Total other
Premium Reserves Outstanding Earnings comprehensive equity
Account income / (loss)
Balance as at 1 April 2019 41,547 526 1,344 1,00,792 86 1,44,294
Profit for the year - - - (1,16,073) - (1,16,073)
Acturial gain / (loss) on employee benefit plans - - - - 94 94
through OCI
Total Comprehensive income/ (loss) for the year - - - (1,16,073) 94 (1,15,979)
Transfer from/to share option outstanding account 230 - (230) - - -
Employee stock option compensation expense - - 85 - - 85
Employee stock option compensation expense to
employee's of subsidiary and Fellow subsidiary - - 16 - - 16
Balance as at 31 March 2020 41,777 526 1,215 (15,281) 180 28,417
Profit/(loss) for the year - - - (16,983) - (16,983)
Acturial gain / (loss) on employee benefit plans
through OCI - - - - (14) (14)
Total Comprehensive income/ (loss) for the year - - - (16,983) (14) (16,997)
Transfer from/to share option outstanding account 451 - (451) - - -
Employee stock option compensation expense - - 98 - - 98
Balance as at 31 March 2021 42,228 526 862 (32,264) 166 11,518

As per our report of even date

For Chaturvedi & Shah LLP For and on behalf of Board of Directors
Chartered Accountants
Firm Registration No.: 101720W/W100355

Amit Chaturvedi Sunil Lulla Sunil Srivastav Pradeep Dwivedi

Partner Executive Vice Chairman & Non Executive Independent Chief Executive Officer
Membership No: 103141 Managing Director Director
(DIN: 00243191) (DIN: 00237561)

Farokh P. Gandhi Vijay Thaker

Chief Financial Officer Vice President - Company Secretary
(India) and Compliance Officer
Place: Mumbai Place: Mumbai
Date : 28 June 2021 Date : 28 June 2021

48 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Cash Flow Statement

for the year ended 31 March 2021

Amount ` in lakhs
Particulars Year ended Year ended
31 March 2021 31 March 2020
Cash flow from operating activities
Profit/(loss) before tax (15,847) (1,37,784)
Non-cash adjustments to reconcile Profit before tax to net cash flows
Depreciation and amortization 13,873 17,579
Bad debts and trade receivables written off 1,069 44,966
Sundry balances written back (1,648) (882)
Content advances written off 5,596 -
Provision/(Reversal of provision) for doubtful advances 531 (1,687)
Reversal of Provision of Impairment of Content advance (3,284) -
Impairment of content advance provision (exceptional item) - 1,06,812
Impairment of film rights (exceptional item) - 17,251
Impairment of other advances provision (exceptional item) - 762
Impairment of content advance written off (exceptional item) - 3,025
Unwinding of interest on expected credit loss (21) -
Finance costs 11,150 7,366
Interest income (578) (290)
Gratuity 56 112
(Gain) on sale of tangible assets (net) (1) (0)
Impairment loss on Investment - 332
Expense on employee stock option scheme 98 85
Unrealised foreign exchange gain (652) 1,176
Operating profit before working capital changes 10,342 58,823
Movements in working capital:
(Decrease) in current liabilities (6,844) (15,438)
Increase/(Decrease) in other financial liabilities 138 (109)
Increase/(Decrease) in trade payables 15,985 (397)
(Decrease) in employee benefit obligations (184) (103)
Decrease in inventories 0 0
(Increase)/Decrease in trade receivables 6,907 (28,431)
(Increase)/Decrease in other current assets (184) 101
(Increase) /Decrease in other non- current assets (2,796) 416
(Increase)/Decrease in short-term loans and advances (118) 1,126
(Increase)/Decrease in other financial assets 1 (364)
Cash generated from operations 23,247 15,624
Taxes paid (net) (2,301) (2,951)
Net cash generated from operating activities (A) 20,946 12,673
Cash flow from investing activities
Purchase of tangible assets (146) (40)
Purchase of intangible film rights and related content (10,829) (3,635)
Deposits with banks (net) 798 2,843
Proceeds from sale of fixed assets 6 1
Interest income 186 449
Net cash used in investing activities (B) (9,985) (382)

EROS INTERNATIONAL MEDIA LIMITED 49

STANDALONE FINANCIAL STATEMENTS

Cash Flow Statement

for the year ended 31 March 2021

Amount ` in lakhs
Particulars Year ended Year ended
31 March 2021 31 March 2020
Cash flows from financing activities
Proceeds from issue of equity shares (net) 24 12
Repayment of long-term borrowings (2,274) (5,201)
Change in short-term borrowings (2,189) (1,741)
Finance charges (net) (5,750) (5,527)
Net cash flow (used ) in financing activities (C) (10,189) (12,457)
Net Increase/(decrease) in cash and cash equivalents (A + B + C) 772 (166)
Cash and cash equivalents at the beginning of the year 102 268
Cash and cash equivalents at the end of the year (refer note 12) 874 102

*amount represents less than ` one lakh

Change in liability arising from financing activities :- Amount ` in lakhs

Particulars Non current Current Acceptances Total
borrowings borrowing
As on 1 April 2019 13,878 46,796 5,796 66,470
Cash Flows (5,201) 2,655 (4,396) (6,942)
Adjustments (0) (28) - (28)
As on 31 March 2020 8,677 49,423 1,400 59,500
Cash Flows (2,274) (2,189) - (4,463)
Adjustments - 2,462 - 2,462
As on 31 March 2021 6,402 49,696 1,400 57,498

Notes 1 to 54 form an integral part of these standalone financial statements

As per our report of even date

For Chaturvedi & Shah LLP For and on behalf of Board of Directors
Chartered Accountants
Firm Registration No.: 101720W/W100355

Amit Chaturvedi Sunil Lulla Sunil Srivastav Pradeep Dwivedi

Partner Executive Vice Chairman & Non Executive Independent Chief Executive Officer
Membership No: 103141 Managing Director Director
(DIN: 00243191) (DIN: 00237561)

Farokh P. Gandhi Vijay Thaker

Chief Financial Officer Vice President - Company Secretary
(India) and Compliance Officer
Place: Mumbai Place: Mumbai
Date : 28 June 2021 Date : 28 June 2021

50 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Summary of Significant Accounting Policies

Corporate Information The Company recognises contract liabilities for consideration
received in respect of unsatisfied performance obligations and
Eros International Media Limited (the 'Company') was incorporated in reports these amounts as deferred revenue under other current
India, under the Companies Act, 1956. The Company is a global player liabilities in the statement of financial position (see Note 29).
within the Indian media and entertainment industry and is primarily Similarly, if the Company satisfies a performance obligation
engaged in the business of film production, exploitation and before it receives the consideration, the Company recognises
distribution. It operates on a vertically integrated studio model either a contract asset or a receivable in its balance sheet ,
controlling content as well as distribution and exploitation across depending on whether something other than the passage of time
multiple formats globally, including cinema, digital, home is required before the consideration is due.
entertainment and television syndication. Its shares are listed on
leading stock exchanges in India (BSE Scrip Code: 533261; NSE Scrip Consideration is generally due upon satisfaction of performance
Code: EROSMEDIA). obligations and a receivable is recognised when it becomes
unconditional. Generally, the credit period varies between 0-180
These separate financial statements were authorised for issue in days from the shipment or delivery of goods or services as the
accordance with a resolution passed in the Board of Directors meeting case may be.
held on 28 June 2021.
The transaction price, being the amount to which the Company
Statement of compliance expects to be entitled and has rights to under the contract is
These financial statements have been prepared in accordance with the allocated to the identified performance obligations. The
Indian Accounting Standards (referred to as "Ind AS") as prescribed transaction price will also include an estimate of any variable
under section 133 of the Companies Act, 2013 read with Companies consideration where the Company's performance may result in
(Indian Accounting Standards) Rules as amended from time to time. additional revenues based on the achievement of agreed targets.

Basis of preparation The Company does not expect to have any contracts where the
period between the transfer of the promised goods or services to
The financial statements have been prepared on accrual basis of the customer and payment by the customer exceeds one year. As
accounting using historical cost basis, except certain investment, a consequence, the Company does not adjust any of the
Employee Stock Option Plan ('ESOP') Compensation and forward transaction prices for the time value of money.
contracts are measured at fair value.
The Company disaggregates revenue from contracts with
All assets and liabilities have been classified as current or non-current customers by geography and nature of services.
as per the Company's normal operating cycle and other criteria set out
in the Schedule III to the Act. The Company considers 12 months to be The following additional criteria apply in respect of various
its normal operating cycle. revenue streams within filmed entertainment:

All values are rounded to the nearest rupees in Lakhs, except where Theatrical - Contracted minimum guarantees are recognized on
otherwise indicated. Amount in zero (0) represents amount below the theatrical release date. The Company's share of box office
rupees fifty thousand. receipts in excess of the minimum guarantee is recognized at the
point they are notified to the Company.
1. Significant accounting policies
Television -. In arrangements for television syndication, license
a. Revenue recognition fees received in advance which do not meet the revenue
Revenue from contracts are recognized only when the contract recognition criteria, including commencement of the availability
has been approved by the parties to the contract and creates for broadcast under the terms of the related licensing agreement,
enforceable rights and obligations. are included in contract liability until the criteria for recognition is
met. Revenues from television licensing arrangements are
Revenue is recognized upon transfer of control of promised recognized when the feature film or television program is
products or services to customers in an amount that reflects the delivered and the period for the exploitation of rights has begun.
consideration which the Company expects to receive in
exchange for those products or services. Revenue do not include Other - DVD, CD and video distribution revenue is recognized on
the taxes collected from the customer on behalf of taxing the date the product is delivered or if licensed in line with the
authorities. To ensure collectability of such consideration and above criteria. Provision is made for physical returns where
financial stability of the counterparty, the Company performs applicable. Digital and ancillary media revenues are recognized
certain standard Know Your Client (KYC) procedures based on at the earlier of when the content is accessed or declared. Visual
their locations and evaluates trend of past collection. effects, production and other fees for services rendered by the
Company and overhead recharges are recognized in the period
Revenue is measured based on the transaction price, which is the in which they are earned and in certain cases, the stage of
consideration, adjusted for any discounts and incentives, if any, production is used to determine the proportion recognized in the
as specified in the contract with the customer. In case of variable period.
consideration, the Company estimates, at the contract inception,
the amount to be received using the "most likely amount" Other income
approach, or the "expected value" approach, as appropriate. This Dividend income is recognised when the Company's right to
amount is then included in the Company's estimate of the receive the payment is established, which is generally when
transaction price only if it is highly probable that a significant shareholders approve the dividend.
reversal of revenue will not occur once any uncertainty associated
with the variable consideration is resolved. In making this Interest income is recognized on a time proportion basis taking
assessment the Company considers its historical performance into account the amount outstanding and the effective interest
on similar contracts. rate applicable.

EROS INTERNATIONAL MEDIA LIMITED 51

STANDALONE FINANCIAL STATEMENTS

b. Property, plant and equipment and depreciation average life of the software is the lesser of 3 years or the remaining
life of the software. The amortization charge is recognized in the
Property, Plant and Equipment is stated at cost, net of statement of profit and loss.
accumulated depreciation and accumulated impairment losses,
if any. d. Impairment of non-financial assets
The cost of Property, Plant and Equipment comprises of its At each reporting date, for the purposes of assessing impairment,
purchase price or construction cost, any costs directly assets are grouped at the lowest levels for which there are
attributable to bringing the asset into the location and condition separately identifiable cash flows (cash generating units). As a
necessary for it to be capable of operating in the manner intended result, some assets are tested individually for impairment and
by management, the initial estimate of any decommissioning some are tested at the cash generating unit level. All individual
obligation, if any, and borrowing costs for assets that necessarily assets or cash generating units are tested for impairment
take a substantial period of time to get ready for their intended whenever events or changes in circumstances both internal and
use. Subsequent costs are included in the asset's carrying external indicate that the carrying amount may not be
amount or recognised as a separate asset, as appropriate, only recoverable.
when it is probable that future economic benefits associated with
the item will flow to the Company and the cost of the item can be An impairment loss is recognised wherever the carrying amount
measured reliably. of an asset exceeds its recoverable amount which represents the
greater of the net selling price of assets and their 'value in use'.
Capital Work-in-progress (CWIP) includes expenditure that is
directly attributable to the acquisition/construction of assets, In assessing value in use, the estimated future cash flows are
which are yet to be commissioned. discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of
Depreciation is provided under written down value method at the money and the risks specific to the asset. In determining fair value
rates and in the manner prescribed under Schedule II to the less costs of disposal, recent market transactions are taken into
Companies Act, 2013.The residual values, useful lives and account. If no such transactions can be identified, an appropriate
methods of depreciation of property, plant and equipment are valuation model is used. These calculations are corroborated by
reviewed at each financial year end and adjusted prospectively, if valuation multiples, quoted share prices for publicly traded
appropriate. Gains or losses arising from de-recognition of a companies or other available fair value indicators.
property, plant and equipment are measured as the difference
between the net disposal proceeds and the carrying amount of Film and content rights are stated at the lower of unamortized
the asset and are recognized in the Statement of Profit and Loss cost and estimated recoverable amounts. In accordance with Ind
when the asset is de-recognized. AS 36 Impairment of Assets, film content costs are assessed for
indication of impairment on a library basis as the nature of the
c. Intangible assets Company's business, the contracts it has in place and the
markets it operates in do not yet make an ongoing individual film
Intangible assets acquired by the Company are stated at cost evaluation feasible with reasonable certainty. Impairment losses
less accumulated amortization less impairment loss, if any, (film on content advances are recognized when film production does
production cost and content advances are transferred to film and not seem viable and refund of the advance is not probable.
content rights at the point at which content is first exploited). Irrespective of existence of indicators of impairment, company
Investments in films and associated rights, including acquired makes provision on Content Advances in accordance with the
rights and distribution advances in respect of completed films, provisioning policy, such that, unadjusted advances are provided
are stated at cost less amortization less provision for impairment. over a period of 3 to 5 years.
Costs include production costs, overhead and capitalized All assets are subsequently reassessed for indications that an
interest costs net of any amounts received from third party impairment loss previously recognized may no longer exist.
investors. A charge is made to write down the cost of completed
rights over the estimated useful lives, writing off more in year one e. Borrowing costs
which recognizes initial income flows and then the balance over a
period of up to nine years, except where the asset is not yet The Company is capitalising borrowing costs that are directly
available for exploitation. The average life of the assets is the attributable to the acquisition or construction of qualifying assets.
lesser of 10 years or the remaining life of the content rights. The Qualifying assets are assets that necessarily take a substantial
amortization charge is recognized in the statement of profit and period of time to get ready for their intended use or sale.
loss within cost of sales. The determination of useful life is based Borrowings are recognised initially at fair value, net of transaction
upon Management's judgment and includes assumptions on the costs incurred. Borrowings are subsequently stated at amortized
timing and future estimated revenues to be generated by these costs with any difference between the proceeds (net of
assets, which are summarized in Note 4. transaction costs) and the redemption value recognised in the
Intangible assets comprising film scripts and related costs are income statement within Finance costs over the period of the
stated at cost less amortization less provision for impairment. The borrowings using the effective interest method. Finance costs in
script costs are amortized over a period of 3 years on a straight- respect of film productions and other assets which take a
line basis and the amortization charge is recognized in the substantial period of time to get ready for use or for exploitation
statement of profit and loss within cost of sales. The are capitalized as part of the assets. All other borrowing costs are
determination of useful life is based upon Management's recognized as expense in the period in which they are incurred
estimate of the period over which the Company explores the and charged to the Statement of Profit and Loss.
possibility of making films using the script. Borrowings are classified as current liabilities unless the
Other intangible assets, which comprise internally generated and Company has an unconditional right to defer settlement of the
acquired software used within the Entity's digital, home liability for at least 12 months after the balance sheet date.
entertainment and internal accounting activities, are stated at f. Impairment of financial assets
cost less amortization less provision for impairment. A charge is
made to write down the cost of software over the estimated useful In accordance with Ind AS 109, the Company applies expected
lives except where the software is not yet available for use. The credit loss (ECL) model for measurement and recognition of

52 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

impairment loss on risk exposure arising from financial assets like discounted using a current pre-tax rate that reflects, when
debt instruments measured at amortized cost e.g., trade appropriate, the risks specific to the liability. When discounting is
receivables and deposits. used, the increase in the provision due to the passage of time is
recognised as a finance cost.
The Company follows 'simplified approach' for recognition of
impairment loss allowance on Trade receivables or contract Contingent liabilities are not recognized in the financial
revenue receivables. The application of simplified approach does statements but are disclosed by way of notes to accounts unless
not require the Company to track changes in credit risk. Rather, it the possibility of an outflow of economic resources is considered
recognises impairment loss allowance based on lifetime ECLs at remote.
each reporting date, right from its initial recognition.
Contingent assets are not recognized in financial statements.
For recognition of impairment loss on other financial assets and However, the same is disclosed, where an inflow of economic
risk exposure, the Company determines that whether there has benefit is virtual.
been a significant increase in the credit risk since initial
recognition. If credit risk has not increased significantly, 12-month i. Employee Benefits
ECL is used to provide for impairment loss. However, if credit risk Short term employee benefits obligations
has increased significantly, lifetime ECL is used. If, in a
subsequent period, credit quality of the instrument improves Short-term employee benefits are recognized as an expense in
such that there is no longer a significant increase in credit risk the Statement of Profit and Loss for the year in which related
since initial recognition, then the entity reverts to recognising services are rendered.
impairment loss allowance based on 12-month ECL. Post-employment benefits and other long-term employee benefits
Lifetime ECL are the expected credit losses resulting from all Defined contribution plan
possible default events over the expected life of a financial
instrument. The 12-month ECL is a portion of the lifetime ECL Provident fund & National Pension scheme: The Company's
which results from default events that are possible within 12 contributions paid or payable during the year to the provident
months after the reporting date. fund, employee's state insurance corporation and National
pension scheme are recognized in the Statement of Profit and
ECL is the difference between all contractual cash flows that are Loss. This fund is administered by the respective Government
due to the Company in accordance with the contract and all the authorities, and the Company has no further obligation beyond
cash flows that the entity expects to receive (i.e., all cash making its contribution, which is expensed in the year to which it
shortfalls), discounted at the original EIR. When estimating the pertains.
cash flows, an entity is required to consider all contractual terms
of the financial instrument (including prepayment, extension, call Defined benefit plan
and similar options) over the expected life of the financial
instrument. However, in rare cases when the expected life of the Gratuity: The Company's liability towards gratuity is determined
financial instrument cannot be estimated reliably, then the entity is using the projected unit credit method which considers each
required to use the remaining contractual term of the financial period of service as giving rise to an additional unit of benefit
instrument. entitlement and measures each unit separately to build up the
final obligation. The cost for past services is recognized on a
ECL impairment loss allowance (or reversal) recognized during straight-line basis over the average period until the amended
the period is recognized as income/ expense in the statement of benefits become vested. Re-measurement gains and losses are
profit and loss (P&L). This amount is reflected under the head recognized immediately in the Other Comprehensive Income as
'Other income or other expenses' in the P&L. income or expense and are not reclassified to profit or loss in
subsequent periods. Obligation is measured at the present value
For assessing increase in credit risk and impairment loss, the of estimated future cash flows using a discounted rate that is
Company combines financial instruments on the basis of shared determined by reference to market yields at the Balance Sheet
credit risk characteristics with the objective of facilitating an date on Government bonds where the currency and terms of the
analysis that is designed to enable significant increases in credit Government bonds are consistent with the currency and
risk to be identified on a timely basis. estimated terms of the defined benefit obligation.
g. Inventories Compensated absences: Accumulated compensated absences
Inventories primarily comprise of music CDs and DVDs are are expected to be availed or encashed within 12 months from the
valued at the lower of cost and net realizable value. Cost in end of the year and are treated as short-term employee benefits.
respect of goods for resale is defined as all costs of purchase, The obligation towards the same is measured at the expected
costs of conversion and other costs incurred in bringing the cost of accumulating compensated absences as the additional
inventories to their present location and condition. Cost in respect amount expected to be paid as a result of the unused entitlement
of raw materials is purchase price. as at the year end.

Purchase price is assigned using a weighted average basis. Net Employee stock option plan
realisable value is the estimated selling price in the ordinary In accordance with Ind AS 102 Share Based Payments, the fair
course of business less the estimated costs of completion and value of shares or options granted is recognized as personnel
the estimated costs necessary to make the sale . costs with a corresponding increase in equity. The fair value is
h. Provisions, Contingent Liabilities and Contingent Assets measured at the grant date and spread over the period during
which the recipient becomes unconditionally entitled to payment
Provisions are recognized when the Company has a present legal unless forfeited or surrendered.
or constructive obligation as a result of a past event, it is more
likely than not that an outflow of resources will be required to settle The fair value of share options granted is measured using the
the obligations and can be reliably measured. Provisions are Black Scholes model, each taking into account the terms and
measured at Management's best estimate of the expenditure conditions upon which the grants are made. At each Balance
required to settle the obligations at the balance sheet date. If the Sheet date, the Company revises its estimate of the number of
effect of the time value of money is material, provisions are equity instruments expected to vest as a result of non-market

EROS INTERNATIONAL MEDIA LIMITED 53

STANDALONE FINANCIAL STATEMENTS

based vesting conditions. The amount recognized as an expense activities. Also, the portion attributable to the payment of interest
is adjusted to reflect the revised estimate of the number of equity is included in cash flows from financing activities. Further, Short-
instruments that are expected to become exercisable, with a term lease payments, payments for leases for which the
corresponding adjustment to equity. The Company's share underlying asset is of low-value and variable lease payments not
option plan does not feature any cash settlement option. included in the measurement of the lease liability is also included
in cash flows from operating activities.
Upon exercise of share options, the proceeds received net of any
directly attributable transaction costs up to the nominal value of The Company as a lessor:
the shares are allocated to equity share capital with any excess
being recorded as securities premium. In arrangements where the Company is the lessor, it determines
at lease inception whether the lease is a finance lease or an
j. Leases operating lease. Leases that transfer substantially all of the risk
and rewards incidental to ownership of the underlying asset to the
The Company adopted Ind AS 116 'Leases' on April 1, 2019, counterparty (the lessee) are accounted for as finance leases.
utilizing the modified retrospective approach, and therefore, Leases that do not transfer substantially all of the risks and
results for reporting periods beginning after April 1, 2019 are rewards of ownership are accounted for as operating leases.
presented under the new lease standard, while prior periods have Lease payments received under operating leases are recognized
not been adjusted. as income in the statement of profit and loss on a straight-line
The Company as a lessee: basis over the lease term or another systematic basis. The
Company applies another systematic basis if that basis is more
The Company assesses, whether the contract is, or contains, a representative of the pattern in which benefit from the use of the
lease at the inception of the contract or upon the modification of a underlying asset is diminished.
contract. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of k. Foreign Currency Transactions
time in exchange for consideration. Transactions in foreign currencies are translated at the rates of
The Company at the commencement of the lease contract exchange prevailing on the dates of the transactions. Monetary
recognizes a Right-of-Use (RoU) asset at cost and assets and liabilities in foreign currencies are translated at the
corresponding lease liability, except for leases with a term of prevailing rates of exchange at the balance sheet date. Non-
twelve months or less (short-term leases) and leases for which the monetary items that are measured at historical cost in a foreign
underlying asset is of low value (low-value leases). For these currency are translated at the exchange rate at the date of the
short-term and low-value leases, the Company recognizes the transaction. Non-monetary items that are measured at fair value
lease payments as an operating expense on a straight-line basis in a foreign currency are translated using the exchange rates at
over the term of the lease. the date when the fair value was determined.

The cost of the right-of-use assets comprises the amount of the Any exchange differences arising on the settlement of monetary
initial measurement of the lease liability, adjusted for any lease items or on translating monetary items at rates different from
payments made at or prior to the commencement date of the those at which they were initially recorded are recognized in the
lease, any initial direct costs incurred by the Company, any lease statement of profit and loss in the period in which they arise. Non-
incentives received and expected costs for obligations to monetary items carried at fair value that are denominated in
dismantle and remove right-of-use assets when they are no foreign currencies are translated at rates prevailing at the date
longer used. when the fair value was determined. Non-monetary items that are
measured in terms of historical cost in a foreign currency are not
Subsequently, the right-of-use assets is measured at cost less retranslated.
any accumulated amortization and accumulated impairment
losses, if any. The right-of-use assets are amortized on a straight- The Company's functional currency and the presentation
line basis from the commencement date of the lease over the currency is same i.e. Indian Rupee.
shorter of the end of the lease term or useful life of the right-of-use l. Financial instrument
asset.
Non-derivative financial instruments
Right-of-use assets are assessed for impairment whenever there
is an indication that the balance sheet carrying amount may not Financial assets and financial liabilities are recognized when the
be recoverable using cash flow projections for the useful life. Company becomes party to the contractual provisions of the
instrument.
For lease liabilities at commencement date, the Company
measures the lease liability at the present value of the future lease Financial assets and liabilities are initially measured at fair value.
payments as from the commencement date of the lease to end of Transaction costs that are directly attributable to the acquisition or
the lease term. The lease payments are discounted using the issue of financial assets or liabilities (other than financial assets
interest rate implicit in the lease or, if not readily determinable, the and liabilities at fair value through profit and loss) are added to or
Company's incremental borrowing rate for the asset subject to deducted from the fair value of the financial assets or financial
the lease in the respective markets. liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or
Subsequently, the Company measures the lease liability by financial liabilities at fair value through profit and loss are
adjusting carrying amount to reflect interest on the lease liability recognized immediately in profit or loss. Financial assets and
and lease payments made. financial liabilities are offset against each other and the net
The Company remeasures the lease liability (and makes a amount reported in the balance sheet if, and only if, there is a
corresponding adjustment to the related right-of-use asset) currently enforceable legal right to offset the recognized amounts
whenever there is a change to the lease terms or expected and there is an intention to settle on a net basis, or to realize the
payments under the lease, or a modification that is not accounted assets and settle the liabilities simultaneously.
for as a separate lease Financial Assets
The portion of the lease payments attributable to the repayment of Financial assets are divided into the following categories:
lease liabilities is recognized in cash flows used in financing

54 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

• financial assets carried at amortized cost of profit and loss when the increase can be related objectively to
an event occurring after the impairment loss was recognized in
• financial assets at fair value through other comprehensive the statement of profit and loss.
income
When the Company considers that fair value of financial assets
• financial assets at fair value through profit and loss; can be reliably measured, the fair values of financial instruments
Financial assets are assigned to the different categories by that are not traded in an active market are determined by using
Management on initial recognition, depending on the nature and valuation techniques. The Company applies its judgment to
purpose of the financial assets. The designation of financial select a variety of methods and make assumptions that are
assets is re-evaluated at every reporting date at which a choice of mainly based on market conditions existing at each balance
classification or accounting treatment is available. Financial sheet date. Equity instruments measured at fair value through
Assets like Investments in Subsidiaries are measured at Cost as profit or loss that do not have a quoted price in an active market
allowed by Ind-AS 27 - Separate Financial Statements and hence and whose fair value cannot be reliably measured are measured
are not fair valued. at cost less impairment at the end of each reporting period.

Financial assets carried at amortized cost An assessment for impairment is undertaken at least at each
balance sheet date.
The Financial asset is measures at amortized cost if both the
following conditions are met: A financial asset is derecognized only where the contractual
rights to the cash flows from the asset expire or the financial asset
1. The asset is held within a business model whose objective is transferred, and that transfer qualifies for derecognition. A
is to hold the assets for collecting contractual cash flows; financial asset is transferred if the contractual rights to receive the
and cash flows of the asset have been transferred or the Company
2. Contractual terms of the financial asset give rise on retains the contractual rights to receive the cash flows of the asset
specified dates to cash flows that are solely payments of but assumes a contractual obligation to pay the cash flows to one
principal and interest on the principal amount outstanding or more recipients. A financial asset that is transferred qualifies for
derecognition if the Company transfers substantially all the risks
After initial measurement, such financial assets are subsequently and rewards of ownership of the asset, or if the Company neither
measured at amortized cost using the effective interest rate (the retains nor transfers substantially all the risks and rewards of
"EIR") method. The effective interest rate is the rate that exactly ownership but does transfer control of that asset.
discounts future cash receipts or payments through the expected
life of the financial instrument, or where appropriate, a shorter Financial liabilities
period All financial liabilities are recognised initially at its fair value,
Amortized cost is calculated by taking into account any discount adjusted by directly attributable transaction costs.
or premium on acquisition and fees or costs that are an integral Financial liabilities at fair value through profit or loss
part of the EIR. The EIR amortization is included in finance
income/other income in the Statement of Profit & Loss. Financial liabilities are classified as at fair value through profit or
loss when the financial liability is held for trading such as a
In accordance with Ind AS 109: Financial Instruments, the derivative, except for a designated and effective hedging
Company recognizes impairment loss allowance on trade instrument, or if upon initial recognition it is thus designated to
receivables and content advances based on historically eliminate or significantly reduce measurement or recognition
observed default rates. Impairment loss allowance recognized inconsistency or it forms part of a contract containing one or more
during the year is charged to Statement of Profit and Loss. embedded derivatives and the contract is designated as fair
Financial assets at fair value through other comprehensive value through profit or loss.
income Financial liabilities at fair value through profit or loss are stated at
Financial assets at fair value through other comprehensive fair value. Any gains or losses arising of held for trading financial
income are non-derivative financial assets held within a business liabilities are recognized in profit or loss. Such gains or losses
model whose objective is achieved by both collecting contractual incorporate any interest paid and are included in the "other gains
cash flows and selling financial assets and the contractual terms and losses" line item.
of the financial asset give rise on specified dates to cash flows Financial liabilities at amortized cost
that are solely payments of principal and interest on the principal
amount outstanding. After initial recognition, other financial liabilities (including
borrowing and trade and other payables) are subsequently
Financial assets at fair value through profit or loss measured at amortized cost using the effective interest method.
A financial asset which is not classified in any of the above The effective interest method is a method of calculating the
categories are subsequently fair valued through profit or loss. It amortized cost of a financial liability and of allocating interest
includes non-derivative financial assets that are either expense over the relevant period. The effective interest rate is the
designated as such or do not qualify for inclusion in any of the rate that exactly discounts estimated future cash payments
other categories of financial assets. Gains and losses arising (including all fees and points paid or received that form an integral
from investments classified under this category is recognized in part of the effective interest rate, transaction costs and other
the statement of profit and loss when they are sold or when the premiums or discounts) through the expected life of the financial
investment is impaired. liability, or (where appropriate) a shorter period, to the net carrying
In the case of impairment, any loss previously recognized in other amount on initial recognition.
comprehensive income is transferred to the statement of profit A financial liability is derecognized only when the obligation is
and loss. Impairment losses recognized in the statement of profit extinguished, that is, when the obligation is discharged or
and loss on equity instruments are not reversed through the cancelled or expires. Changes in liabilities fair value that are
statement of profit and loss. Impairment losses recognized reported in profit or loss are included in the statement of profit and
previously on debt securities are reversed through the statement loss within finance costs or finance income.

EROS INTERNATIONAL MEDIA LIMITED 55

STANDALONE FINANCIAL STATEMENTS

Financial assets and financial liabilities are offset and the net probable that sufficient taxable profit will be available to utilize all
amount is reported in the balance sheet when, and only when, or part of the deferred tax asset. Unrecognized deferred tax
there is a legally enforceable right to offset the recognized assets are re-assessed at each reporting date and are
amount and there is intention either to settle on net basis or to recognized to the extent that it has become probable that future
realize the assets and to settle the liabilities simultaneously. taxable profits will available to utilize the deferred tax asset.
Equity Instrument n. Earnings per share
All equity investments in scope of Ind AS 109 are measured at fair Basic EPS is computed by dividing net profit after taxes for the
value. Equity instruments which are held for trading are classified year by weighted average number of equity shares outstanding
as at fair value through profit and loss with all changes recognized during the financial year, adjusted for bonus share elements in
in the Statement of Profit and Loss .For all other equity equity shares issued during the year and excluding treasury
instruments, the Company may make an irrevocable election to shares, if any.
present in other comprehensive income, the subsequent
changes in the fair value. The Company makes such election on Diluted earnings per share adjusts the figures used in the
an instrument-by-instrument basis. If the Company decides to determination of basic earnings per share to take into account the
classify an equity instrument as at fair value through other after income tax effect of interest and other financing costs
comprehensive income, then all fair value changes on the associated with dilutive potential equity shares and the weighted
instrument, excluding dividends and impairment loss, are average number of additional equity shares that would have been
recognized in other comprehensive income. There is no recycling outstanding assuming the conversion of all dilutive potential
of the amounts from the other comprehensive income to the equity shares.
Statement of Profit and Loss, even on sale of the investment. o. Cash and cash equivalents
However, the Company may transfer the cumulative gain or loss
within categories of equity. Cash and cash equivalents include cash in hand, deposits held at
call with banks, other short term highly liquid investments which
m. Taxes are readily convertible into known amounts of cash and are
Taxation on profit and loss comprises current tax and deferred subject to insignificant risk of changes in value. Bank overdrafts
tax. Tax is recognized in the statement of profit and loss except to are shown within borrowings in current liabilities on the balance
the extent that it relates to items recognized directly in equity or sheet.
other comprehensive income in which case tax impact is also Deposits held with banks as security for overdraft facilities are
recognized in equity or other comprehensive income. included in restricted deposits held with bank.
Current tax is provided at amounts expected to be paid (or p. Segment reporting
recovered) using the tax rates and laws that have been enacted or
substantively enacted at the balance sheet date along with any Ind-AS 108 Operating Segments requires operating segments to
adjustment relating to tax payable in previous years. be identified on the same basis as is used internally for the review
of performance and allocation of resources by the Chief
Deferred income tax is provided in full, using the liability method, Operating Decision Maker. The revenues of films are earned over
on temporary differences arising between the tax bases of assets various formats; all such formats are functional activities of filmed
and liabilities and their carrying amounts in the financial entertainment and these activities take place on an integrated
statements. Deferred income tax is provided at amounts basis. The management team reviews the financial information on
expected to be paid (or recovered) using the tax rates and laws an integrated basis for the Company as a whole., The
that have been enacted or substantively enacted at the balance management team also monitors performance separately for
sheet date and are expected to apply when the related deferred individual films or for at least 12 months after the theatrical
income tax asset is realized or the deferred income tax liability is release.
settled.
The Company has identified three geographic markets: India,
Deferred tax is not recognized for all taxable temporary UAE and Rest of the world.
differences between the carrying amount and tax bases of
investments in subsidiaries, branches and associates and q. Statement of cash flows
interest in joint arrangements where it is probable that the Cash flows are reported using the indirect method, whereby profit
differences will not reverse in the foreseeable future. before tax is adjusted for the effects of transactions of a non-cash
Deferred tax assets and deferred tax liabilities are offset when nature, any deferrals or accruals of past or future operating cash
there is a legally enforceable right to set off assets against receipts or payments and item of income or expenses associated
liabilities representing current tax and where the deferred tax with investing or financing cash flows. The cash flows from
assets and the deferred tax liabilities relate to taxes on income operating, investing and financing activities of the Company are
levied by the same governing taxation laws. segregated.

Minimum alternate tax (MAT) paid in a year is charged to the r. Dividends

Statement of Profit and Loss as current tax. MAT credit The Company recognises a liability for dividends to equity
entitlement is recognised as a deferred tax asset only when and to holders of the Company when the dividend is authorized, and the
the extent there is convincing evidence that the Company will pay dividend is no longer at the discretion of the Company. As per the
normal income tax during the specified period, which is the period corporate laws in India, a dividend is authorised when it is
for which MAT credit is allowed to be carried forward. Such asset approved by the shareholders. A corresponding amount is
is reviewed at each Balance Sheet date and the carrying amount recognised directly in equity.
of the MAT credit asset is written down to the extent there is no
longer a convincing evidence to the effect that the Company will s. Event occurring after the reporting date
pay normal income tax during the specified period.
Adjusting events (that provides evidence of condition that existed
The carrying amount of deferred tax assets is reviewed at each at the balance sheet date) occurring after the balance sheet date
reporting date and reduced to the extent that it is no longer are recognized in the financial statements. Material non-adjusting

56 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

events (that are inductive of conditions that arose subsequent to (x) Ind AS 8 - Accounting Policies, Changes in Accounting
the balance sheet date) occurring after the balance sheet date Estimates and Errors – In order to maintain consistency with
that represents material change and commitment affecting the the amendments made in Ind AS 114 and to substitute the
financial position are disclosed by way of notes in financial word ‘Framework’ with the ‘Conceptual Framework of
statements. Financial Reporting in Ind AS’, respective changes have
been made in the standard.
t. Standards Issued but not yet Effective
(xi) Ind AS 16 - Property, Plant and Equipment – The
At the date of approval of these financial statements, the amendment has been made by substituting the words
Company has not applied the amendments to IndAS made by “Recoverable amount is the higher of an asset’s fair value
Ministry of Corporate Affairs vide Notification dated 18th June less costs to sell and its value in use” with “Recoverable
2021 that have been issued but are not yet effective. amount is the higher of an asset’s fair value less costs of
Major amendments applicable to company notified in the disposal and its value in use”.
notification are provided below: (xii) Ind AS 34 - Interim Financial Reporting – The amendments
(i) Ind AS 116 - Leases – The amendment extends the benefits to this standard are made in reference to the conceptual
of the COVID 19 related rent concession that were framework of Financial Reporting in Ind AS.
introduced in the previous year (which allowed lessees to (xiii) Ind AS 37 - Provisions, Contingent Liabilities and
recognize COVID 19 related rent concessions as income Contingent Assets – The amendment substitutes the
rather than as lease modification) from 30th June 2021 to definition of the term ‘Liability’ as provided in the
30th June, 2022. Conceptual Framework for Financial Reporting under
(ii) Ind AS 109 - Financial Instruments – The amendment Indian Accounting Standards.
provides a practical expedient for assessment of (xiv) Ind AS 38 - Intangible Assets – The amendment substitutes
contractual cash flow test, which is one of the criteria for the definition of the term ‘Asset’ as provided in the
being eligible to measure a financial asset at amortized Conceptual Framework for Financial Reporting under
cost, for the changes in the financial assets that may arise Indian Accounting Standards.
as a result of Interest Rate Benchmark Reform. An
additional temporary exception from applying hedge The Company is evaluating the impact of these amendments.
accounting is also added for Interest Rate Benchmark
2. Significant accounting judgements estimates and
Reform.
assumptions
(iii) Ind AS 101 - Presentation of Financial Statements – The
The preparation of the financial statements requires
amendment substitutes the item (d) mentioned in
management to make judgements, estimates and assumptions,
paragraph B1 as ‘Classification and measurement of
as described below, that affect the reported amounts and the
financial instruments’. The term ‘financial asset’ has been
disclosures. The Company based its assumptions and estimates
replaced with ‘financial instruments’.
on parameters available when the financial statements were
(iv) Ind AS 102 - Share-Based Payment – The amendments to prepared and reviewed at each balance sheet date. Uncertainty
this standard are made in reference to the Conceptual about these assumptions and estimates could result in outcomes
Framework of Financial Reporting under Ind AS in terms of that may require a material adjustment to the reported amounts
defining the term ‘Equity Instrument’ which shall be and disclosures.
applicable for the annual reporting periods beginning on or
a. Estimation of uncertainties relating to global health
after 1st April 2021.
pandemic from COVID-19:
(v) Ind AS 103 - Business Combinations – The amendment
The World Health Organization announced a global health
substitutes the definition of ‘assets’ and ‘liabilities’ in
emergency because of a new strain of coronavirus ("COVID-19")
accordance with the definition given in the framework for
and classified its outbreak as a pandemic on March 11, 2020. On
the Preparation and Presentation of Financial Statements in
March 24, 2020, the Government announced lockdown across
accordance with Ind AS for qualifying the recognition
the country to contain the spread of the virus. Further, lockdown
criteria as per acquisition method.
like conditions have been imposed by government to curtail the
(vi) Ind AS 105 - Non-current assets held for sale and second wave in April 5, 2021. This pandemic and response
discontinued operations – The amendment substitutes the thereon have impacted most of the industries. The film industry
definition of – “fair value less costs to sell” with “fair value has been impacted due to closures of theatres and restrictions on
less costs of disposal”. film shoots. The impact on company's future operations would,
to a large extent, depend on how the pandemic further develops
(vii) Ind AS 107 - Financial Instruments: Recognition, and it's resultant impact on the operations of the Company.
Presentation and Disclosure – The amendment clarifies the
certain additional disclosures to be made on account of The Management has evaluated the impact on its financial
Interest Rate Benchmark Reform like the nature and extent statements and have made appropriate adjustments, wherever
of risks to which the entity is exposed arising from financial required. The extent of the impact on Company's operations
instruments subject to interest rate benchmark reform; the remains uncertain and may differ from that estimated as at the
entity‘s progress in completing the transition to alternative date of approval of these standalone financial statements and will
benchmark rates, and how the entity is managing the be dictated by the length of time that such disruptions continue,
transition. which will, in turn, depend on the currently unknowable duration of
COVID-19 and among other things, the impact of governmental
(viii) Ind AS 111 - Joint Arrangements – In order to maintain actions imposed in response to the pandemic. The Company is
consistency with the amendments made in Ind AS 103, monitoring the rapidly evolving situation and its potential impacts
respective changes have been made in Ind AS 111. on the Company's financial position, results of operations,
(ix) Ind AS 115 - Revenue from Contracts with Customers – liquidity, and cash flows.
Certain amendments have been made in order to maintain
consistency with number of paragraphs of IFRS 15.

EROS INTERNATIONAL MEDIA LIMITED 57

STANDALONE FINANCIAL STATEMENTS

b. Intangible Assets against those receivables is required. Factors considered include

the amount and timing of anticipated future payments and any
The Company is required to identify and assess the useful life of possible actions that can be taken to mitigate the risk of non-
intangible assets and determine their income generating life. payment.
Judgment is required in determining this and then providing an
amortization rate to match this life as well as considering the f. Depreciation
recoverability or conversion of advances made in respect of
securing film content or the services of talent associated with film Property, plant and equipment are depreciated over the
production. estimated useful lives of the assets, after taking into account their
estimated residual value. Management reviews the estimated
Accounting for the film content requires Management's judgment useful lives and residual values of the assets annually in order to
as it relates to total revenues to be received and costs to be determine the amount of depreciation to be recorded during any
incurred throughout the life of each film or its license period, reporting period. The useful lives and residual values are based
whichever is the shorter. These judgments are used to determine on the Company's historical experience with similar assets and
the amortization of capitalized film content costs. The Company take into account anticipated technological changes. The
uses a stepped method of amortization on first release film depreciation for future periods is adjusted if there are significant
content writing off more in year one which recognizes initial changes from previous estimates.
income flows and then the balance over a period of up to nine
years. In the case of film content that is acquired by the Company g. Impairment of non-financial assets
after its initial exploitation, commonly referred to as Library, In assessing impairment, management estimates the
amortization is spread evenly over the lesser of 10 years or the recoverable amount of each asset or cash-generating unit based
license period. Management's policy is based upon factors such on expected future cash flows and uses an interest rate to
as historical performance of similar films, the star power of the discount them. Estimation uncertainty relates to assumptions
lead actors and actresses and others. Management regularly about future operating results and the determination of a suitable
reviews, and revises when necessary, its estimates, which may discount rate.
result in a change in the rate of amortization and/or a write down of
the asset to the recoverable amount. h. Provisions

Intangible assets are tested for impairment in accordance with Provisions and liabilities are recognized in the period when it
the accounting policy. These calculations require judgments and becomes probable that there will be a future outflow of funds
estimates to be made, and in the event of an unforeseen event resulting from past operations or events and the amount of cash
these judgments and assumptions would need to be revised and outflow can be reliably estimated. The timing of recognition and
the value of the intangible assets could be affected. There may be quantification of the liability require the application of judgment to
instances where the useful life of an asset is shortened to reflect existing facts and circumstances, which can be subject to
the uncertainty of its estimated income generating life. change. Since the cash outflows can take place many years in the
future, the carrying amounts of provisions and liabilities are
c. Employee benefit plans reviewed regularly and adjusted to take account of changing
The cost of the employment benefit plans, and their present value facts and circumstances.
are determined using actuarial valuations which involves making i. Fair value measurement
various assumptions that may differ from actual developments in
the future. For further details refer to Note 42. Management uses valuation techniques to determine the fair
value of financial instruments (where active market quotes are not
d. Fair value measurement of ESOP Liability available) and non-financial assets. This involves developing
The fair value of ESOP Liability is determined using valuation estimates and assumptions consistent with how market
methods which involves making various assumptions that may participants would price the instrument. Management bases its
differ from actual developments in the future. For further details assumptions on observable data as far as possible, but this is not
refer Note 42. always available. In that case management uses the best
information available. Estimated fair values may vary from the
e. Trade receivable actual prices that would be achieved in an arm's length
transaction at the reporting date.
Judgements are required in assessing the recoverability of
overdue trade receivables and determining whether a provision

58 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the standalone financial statements and other explanatory information

3 Property, plant and equipment

Details of the Company’s property, plant and equipment and their carrying amounts are as follows: Amount ` in lakhs
Gross carrying Buildings Leasehold Furniture Motor Office Data Studio Leasehold Right Capital Total
amount improvements and vehicles equipment processing equipment assets of work in
fixtures equipment Use progress
Balance as at 3,317 443 275 480 196 390 287 169 - 6 5,563
1 April 2019
Additions - - 0 - 2 2 - 47 986 - 1,037
Adjustments/ - - (1) - (1) (0) - - - - (2)
disposals
Capitalized during - - - - - - - - - - -
the year
Balance as at 3,317 443 274 480 197 392 287 216 986 6 6,599
31 March 2020
Additions - - - - - 150 - - 2,474 - 2,624
Adjustments/ - - (25) - (66) (88) (28) (1) (36) - (243)
disposals
Balance as at 3,317 443 249 480 131 454 259 215 3,424 6 8,980
31 March 2021
Accumulated
depreciation
Balance as at 599 323 198 212 141 342 219 30 - - 2,064
1 April 2019
Depreciation 132 89 22 78 25 18 19 70 357 - 810
charge
Adjustments/ - - (1) - (1) (0) - - 421 - 419
disposals
Balance as at 731 412 219 290 165 360 238 100 778 - 3,294
31 March 2020
Depreciation 126 - 15 51 13 32 13 72 277 - 599
charge
Adjustments/ - - (25) - (66) (84) (28) (1) 329 - 126
disposals
Balance as at 857 412 209 341 112 308 224 171 1,384 - 4,019
31 March 2021
Net carrying
amount
Balance as at 2,586 31 55 191 32 32 48 116 208 6 3,305
31 March 2020
Balance as at 2,460 31 40 140 19 146 35 44 2,040 6 4,961
31 March 2021
1. The Company's immovable property situated in Mumbai, India is pledged against the borrowings as explained in note 19 and 25
2. The Company has used Indian GAAP carrying value of its Property, plant and equipment on date of transition as deemed cost, accordingly, the net
carrying amount as per Indian GAAP as on 1 April 2015 has been considered as gross carrying amount under Ind-AS 101. Details of accumulated
depreciation as on 1 April 2015 are as under:-

Accumulated 791 - 426 191 95 435 1,220 - - - 3,158

depreciation as on
1 April 2015

EROS INTERNATIONAL MEDIA LIMITED 59

STANDALONE FINANCIAL STATEMENTS

Notes
to the standalone financial statements and other explanatory information

4 Intangible assets
Details of the Company’s Intangible assets and their carrying amounts are as follows: Amount ` in lakhs
Gross carrying amount Content Film rights Other intangible Total
advances assets
Balance as at 1 April 2019 1,44,435 2,02,962 72 2,03,034
Additions 15,331 3,296 15 3,311
Transfer to film and content rights (10,091) - - -
Impairment of content advance (1,06,812)
Impairment of content advance written off (3,025)
Reversal of provision for doubtful advances 1,687 - - -
Balance as at 31 March 2020 41,525 2,06,258 87 2,06,345
Additions 12,028 6,151 32 6,183
Transfer to film and content rights (15,273) - - -
Amount written off (5,596) - - -
Provision for doubtful advances (531) - - -
Impairment of content advance written off 6,074 - - -
Advance written off against impairment (6,074)
Reversal Impairment of content advance 3,284 - - -
Balance as at 31 March 2021 35,437 2,12,409 119 2,12,528
Accumulated amortization
Balance as at 1 April 2019 1,35,988 52 1,36,040
Amortization charge 16,761 8 16,769
Impairment of film rights 17,251 - 17,251
Balance as at 31 March 2020 1,70,000 60 1,70,060
Amortization charge 13,264 11 13,275
Balance as at 31 March 2021 1,83,264 71 1,83,335
Net carrying amount
Balance as at 31 March 2020 41,525 36,258 27 36,285
Balance as at 31 March 2021 35,437 29,145 48 29,193

1. The Company has used Indian GAAP carrying value of its intangible assets on date of transition as deemed cost, accordingly, the net carrying
amount as per Indian GAAP as on 1 April 2015 has been considered as gross carrying amount under Ind-AS 101. Details of accumulated
depreciation as on 1 April 2015 are as under:-
Accumulated depreciation as on 1 April 2015 2,23,210 119 2,23,329

2. The closing balance of content advances are net of provision for impairment ` 97,454 lakhs (31 March 2020:- ` 106,812 lakhs)

5 Investments Amount ` in lakhs

As at As at
Particulars
31 March 2021 31 March 2020
A Non current investments
Unquoted equity shares
i) Investment in equity shares of subsidiaries measured at cost
Eros International Films Private Limited
19,930,300 (31 March 2020: 19,930,300) equity shares of ` 10 each, fully paid-up 1,993 1,993
Eros Animation Private Limited
9,300 (31 March 2020: 9,300) equity shares of ` 10 each, fully paid-up 1 1
Copsale Limited
105,000 (31 March 2020: 105,000) equity shares of USD 1 each, fully paid-up 45 45
Big Screen Entertainment Private Limited
6,400 (31 March 2020: 6,400) equity shares of ` 10 each, fully paid-up 1 1
EyeQube Studios Private Limited
9,999 (31 March 2020: 9,999) equity shares of ` 10 each, fully paid-up 1 1

60 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the standalone financial statements and other explanatory information

5 Investments (Cont) Amount ` in lakhs

As at As at
Particulars
31 March 2021 31 March 2020
EM Publishing Private Limited
9,900 (31 March 2020: 9,900) equity shares of ` 10 each, fully paid-up 1 1
Digicine PTE Limited*
100 (31 March 2020: 100) equity shares of USD 1 each, fully paid-up 0 0
Colour Yellow Productions Private Limited
5,000 (31 March 2020: 5,000) equity shares of ` 10 each, fully paid-up 1 1
Investment in Reliance Eros Production LLP - 0
ii) Investment in equity shares of subsidiaries measured at fair value through profit
and loss
ErosNow Private limited (Formerly know as Universal Power Systems Private Limited)
1,000 (31 March 2020: 1,000) equity shares of ` 100 each, fully paid-up 5,546 5,546
Less: Provision for impairment in the value of investment (3,086) (3,086)
Total 4,502 4,502
*amount represents less than ` one lakh

Aggregate value of unquoted investments 7,588 7,588

Aggregate value of impairment in the value of investment 3,086 3,086

6 Loans Amount ` in lakhs

Particulars As at As at
31 March 2021 31 March 2020
Unsecured considered good,unless otherwise stated

Other loans and advances

Considered good 545 545
Total 545 545

7 Restricted bank deposits Amount ` in lakhs

Particulars As at As at
31 March 2021 31 March 2020
Bank deposits with maturity of more than twelve months* 98 41
Total 98 41
* Given as securities to bank for margin

8 Other financial assets Amount ` in lakhs

Particulars As at As at
31 March 2021 31 March 2020
Unsecured and considered good
Security deposits to
- Related parties (refer note 44) 268 268
- Others 12 11
Total 280 279

EROS INTERNATIONAL MEDIA LIMITED 61

STANDALONE FINANCIAL STATEMENTS

Notes
to the standalone financial statements and other explanatory information

9 Other non-current assets Amount ` in lakhs

Particulars As at As at
31 March 2021 31 March 2020
(a) Advance payment of income taxes (net of provision) 177 177
(b) Balances due with Statutory Authorities 6,457 3,661
Total 6,634 3,838

10 Inventories Amount ` in lakhs

Particulars As at As at
31 March 2021 31 March 2020
VCD/ DVD/ Audio CDs* 0 0
Film rights 850 4
Total 850 4
*amount represents less than ` one lakh
11 Trade receivables Amount ` in lakhs
As at As at
Particulars
31 March 2021 31 March 2020
Secured, considered good - 1,327
Unsecured, considered good 976 2,497
Dues from related parties (refer note 44) 41,664 49,012
Unbilled Income 3,922 907
46,562 53,743
Less : Expected credit loss* (481) (1,153)
Total 46,081 52,590
*Movement of Expected credit loss
Opening balance 1,153 8,361
Addition/(Reversal) of expected credit loss (21) 44,790
Less : transfer to bad debts (651) (51,998)
Closing balance 481 1,153
All amounts are short-term. The net carrying value of trade receivables is considered a reasonable approximation of fair value.
All accounts receivable are pledged against borrowing which are shown under note 19 and 25.

12 Cash and cash equivalents Amount ` in lakhs

Particulars As at As at
31 March 2021 31 March 2020
a. Cash on hand 72 72
b. Balances with Bank
In current account 802 30
Total 874 102

13 Restricted bank deposits Amount ` in lakhs

Particulars As at As at
31 March 2021 31 March 2020
Unclaimed dividend account - 1
Margin money accounts with:*
maturity less than 12 months 2,754 3,608
maturity more than 12 months 98 41
2,852 3,650
Less: disclosed under non current financial assets - Restricted deposits (refer note 7) (98) (41)
Total 2,754 3,609
* Given as securities to bank for margin

62 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the standalone financial statements and other explanatory information

14 Loans and advances Amount ` in lakhs

Particulars As at As at
31 March 2021 31 March 2020
Unsecured and considered good
Amounts due from related parties (refer note 44) 55 61
Loans and advances to employees 197 88
Other loans 581 565
Security deposits 5 6
Total 838 720

15 Other financial assets Amount ` in lakhs

As at As at
Particulars
31 March 2021 31 March 2020

Accrued interest on fixed deposits 90 69

Total 90 69

16 Other current assets Amount ` in lakhs

As at As at
Particulars
31 March 2021 31 March 2020
Prepaid expenses 110 62
Deferred expenses - 80
Total 110 142

17 Equity share capital Amount ` in lakhs , except share data

Particulars As at As at
31 March 2021 31 March 2020
Number Amount Number Amount
Authorised share capital
Equity shares of ` 10 each 125,000,000 12,500 125,000,000 12,500
125,000,000 12,500 125,000,000 12,500
Issued, subscribed and fully paid- up
Equity shares of ` 10 each 95,864,818 9,586 95,629,023 9,563
Total 95,864,818 9,586 95,629,023 9,563

a) Reconciliation of paid-up share capital (Equity Shares) Amount ` in lakhs , except share data
As at As at
Particulars
31 March 2021 31 March 2020
Number Amount Number Amount
Balance at the beginning of the year 95,629,023 9,563 95,508,140 9,551
Add: Issued on exercise of employee share options 2,35,795 24 1,20,883 12
Balance at the end of the year 95,864,818 9,586 95,629,023 9,563
During the year, the Company has issued total 235,795 equity shares (31 March 2020: 120,883) on exercise of options granted under the
employees stock option plan (ESOP) wherein part consideration was received in the form of employees services.
b) Shares held by holding company, ultimate holding company, subsidiaries / associates of holding company or ultimate holding company
Amount ` in lakhs , except share data

Particulars As at As at
31 March 2021 31 March 2020
Number Amount Number Amount
Equity shares of ` 10 each
Eros Worldwide FZ LLC - Holding company 37,877,302 3,788 37,877,302 3,788
Eros Digital Private Limited - Fellow subsidiary 21,700,000 2,170 21,700,000 2,170

EROS INTERNATIONAL MEDIA LIMITED 63

STANDALONE FINANCIAL STATEMENTS

Notes
to the standalone financial statements and other explanatory information

17 Equity share capital (Cont...)

c) Details of Shareholders holding more than 5% of the shares in the Company Amount ` in lakhs , except share data
As at As at
Particulars
31 March 2021 31 March 2020
Number % holding Number % holding
in the class in the class
Equity shares of ` 10 each
Eros Worldwide FZ LLC - Holding company 37,877,302 39.51% 37,877,302 39.61%
Eros Digital Private Limited - Fellow subsidiary 21,700,000 22.64% 21,700,000 22.69%

d) Details of employee stock options issued during the last 5 years

During the period of five years immediately preceding the reporting date, the Company has issued total 2,276,267equity shares ( 31 March 2020:
2,220,779) on exercise of options granted under the employees stock option plan (ESOP) wherein part consideration was received in the form of
employee services.
e) Details of equity share issued for consideration other than cash during the last 5 years
During the period of five years immediately preceding the reporting date, the Company has issued total 900,970 equity shares ( 31 March
2020:900,970) to the shareholders of ErosNow Pvt Ltd (ENPL) (formerly known as Universal Power Systems Pvt Ltd ) at a premium of ` 586 per
share in exchange for the entire shareholding of ENPL.
f) Rights, preferences, restrictions of equity shares
The Company has only one class of equity shares having par value of `10 per share. Every holder is entitled to one vote per share. The dividend, if
any, proposed by the Board of Directors and approved by the Shareholders in the Annual General Meeting is paid in Indian rupees.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution
of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
18 Other equity Amount ` in lakhs

Particulars As at As at
31 March 2021 31 March 2020
Securities premium
Balance at the beginning of the year 41,777 41,547
Add : Transfer from share option outstanding account 451 230
Balance at the end of the year 42,228 41,777
Share options outstanding account
Balance at the beginning of the year 1,215 1,344
Less: Transfer to securities premium account (451) (230)
Add: Employee stock option compensation expense 98 85
Add: Employee stock option compensation expense to employee's of fellow subsidiary - 0
Add: Employee stock option compensation expense to employee's of subsidiary - 16
Balance at the end of the year 862 1,215
General reserve
Balance at the beginning of the year 526 526
Balance at the end of the year 526 526
Retained earnings
Balance at the beginning of the year (15,281) 1,00,792
Add: Net profit/(loss) after tax for the year (16,983) (1,16,073)
Balance at the end of the year (32,264) (15,281)
Other comprehensive income
Balance at the beginning of the year 180 86
Acturial gain / (loss) on employee benefit plans through OCI (14) 94
Balance at the end of the year 166 180
Total 11,518 28,417
1 Securities Premium: The amount received in excess of face value of the equity shares is recognised in Securities Premium.
2 General Reserve: General Reserve was created by transferring a portion of the net profit of the Company as per the requirements of the
Companies Act, 2013.
3 Share Options Outstanding: Share Options Outstanding relates to the stock options granted by the company to employees under a
Employee Stock Option Plan.
4 Retained Earnings: Remaining portion of profits earned by the Company till date after appropriations.

64 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the standalone financial statements and other explanatory information

19 Long-term borrowings Amount ` in lakhs

Particulars As at As at
31 March 2021 31 March 2020

Secured
Term loan from banks* 3,576 5,541
Car loans ** 5 86
Others*** 69 141
Unsecured
Term loan from others# 2,765 2,940
6,415 8,708
Less: Cumulative effect of unamortized cost (13) (31)
Less: Current maturities disclosed under other current financial liabilities (refer note 27) (6,398) (8,614)
Total 4 63
* Term loans from banks carry an interest rate between 11.95% - 15.75% are secured by pari passu first charge on the satellite rights acquired for the
domestic market, actionable claims, revenue and receivables arising on sales of the rights and negatives of films. Term loans are further secured by
equitable mortgage of Company's immovable properties situated at Mumbai (India), amounts held as margin money, corporate guarantee of Eros
STX Global Corporation (formerly known as Eros International PLC) (the ultimate holding company),residual value of equipments and vehicles and
existing rights of hindi films with nil book value.
** Car loans are secured by hypothecation of vehicles acquired there against, carrying rate of interest of 7.48%-9.50% which are repayable as per
maturity profile set out below.
*** Other loans are secured by hypothecation of assets acquired there against, carrying rate of interest of 10.50%-11.50% which are repayable as per
maturity profile set out below.
# Term loan from others carry an interest rate between 15.5% - 17% are secured against the pledge of company's shares held by holding company,
current assets of a subsidiary company and corporate guarantee of holding company and subsidiary company.

Maturity profile of long term borrowing is set out below:- Amount ` in lakhs
Particulars Less than 1 year 1-3 years 3-5 years
Secured
Term loan from banks 3,563 - -
Car loan 5 - -
Others 65 4 -
Unsecured
Term loan from others 2,765 - -
Total 6,398 4 -

Default in repayment as on 31 March 2021 Principal due

Term loan from banks 951
Total 951
nd
The above defaults stands rectified on approval of restrucuturing of loan facilities by bankers on 22 June, 2021. The revised terms of the
st
borrowings, applicable from the cut off date of 1 January, 2021 are given in Note 51(b).
20 Trade payable - non current Amount ` in lakhs
As at As at
Particulars
31 March 2021 31 March 2020
Payable to related parties (refer note 44) 17,999 118
Total 17,999 118

21 Other financial liabilities Amount ` in lakhs

Particulars As at As at
31 March 2021 31 March 2020
Security deposits 25 25
Lease liabilities 1,649 22
Total 1,674 47

EROS INTERNATIONAL MEDIA LIMITED 65

STANDALONE FINANCIAL STATEMENTS

Notes
to the standalone financial statements and other explanatory information

22 Employee benefit obligations - non current Amount ` in lakhs

Particulars As at As at
31 March 2021 31 March 2020
Provision for gratuity (refer note 42) 265 318
Total 265 318

23 Deferred tax (assets)/liabilities (net) Amount ` in lakhs

As at As at
Particulars
31 March 2021 31 March 2020
Deferred tax liability on
Depreciation on tangible assets 91 48
Amortization of intangible assets 8,754 9,080
Total 8,845 9,128
Deferred tax asset on
Provision for expenses allowed on payment basis 1,111 821
Others - 30
Impairment 40,349 31,417
Business loss 1,722 48
Total 43,182 32,316
Deferred tax (Assets)/liabilities (net) (34,337) (23,188)
Restricted to and consequent impact - -

Significant management judgement is considered in determining provision for income tax, deferred tax assets and liabilities and recoverability of
deferred tax asset. Net deferred tax assets have been restricted to NIL on conservative basis. Unused tax losses for which no deferred tax asset
(DTA) is recognised in Balance Sheet.The business loss for AY 2021-22 amounting to ` 4,929 Lakhs (including unabsorbed depriciation /
amortization ` 2,639 lakhs), deferred tax relating that to `1,722 Lakhs can carried forward till AY 2029-2030.

Reconciliation of statutory rate of tax and effective rate of tax Amount ` in lakhs
As at As at
Particulars
31 March 2021 31 March 2020
Profit before tax (15,847) (1,37,784)
Tax expense 1,136 (21,711)
Tax rate as a % of profit before tax (7.17%) 15.76%
Adjustments
Non-deductible expenses for tax purposes 15.49% 0.32%
Effect of change in deferred tax balances due to change in tax rates 19.86% (3.81%)
Tax impact of earlier years 7.17% (2.12%)
Effect of unrecognised deferred tax assets 0.00% 16.89%
Effect of Items deductible for tax purpose 0.00% (1.85%)
Others (0.41%) (0.02%)
At India’s statutory income tax rate of 34.94% (31 March 2020: 25.17%) 34.94% 25.17%

24 Other non-current liabilities Amount ` in lakhs

As at As at
Particulars
31 March 2021 31 March 2020
Deferred revenue 2,521 4,424
Total 2,521 4,424

66 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the standalone financial statements and other explanatory information

25 Short-term borrowings Amount ` in lakhs

Particulars As at As at
31 March 2021 31 March 2020
Repayable on demand
Secured
From banks 39,995 39,942
Unsecured
From others* 1,237 1,537
From related parties (refer note 44) 8,464 7,944
Total 49,696 49,423

Secured short term borrowings include :

Cash credit/FITL/WCDL carry an interest rate between 10.5 % - 16.5 % , secured by way of hypothecation of inventories and receivables relating to
domestic rights operations on pari passu basis.
Bills discounted carry an interest rate between 9% - 10.5% for INR bills and 6M MCLR+Spread or 6M LIBOR+Spread for USD bills , secured by
document of title to goods and accepted hundis with first pari passu charge on current assets.
Packing credit carry an interest rate between 8% - 10% for INR and 6M MCLR+Spread or 6M LIBOR+ Spread for USD, secured by hypothecation of
films and film rights with first pari passu charge on current assets.
Short term borrowings are further secured by equitable mortgage of company's immovable properties situated at mumbai (India),amount held in
margin money,corporate guarantee of Eros STX Global Corporation (formerly known as Eros International PLC) (the ultimate holding
company),residual value of equipments and existing rights of hindi films with nil book value.
*Loan from others carry an interest rate between 15% - 16.5% , secured by security provided by holding company.

Default in repayment as on 31 March 2021 Principal due

Packing Credit/Export Bill 9,279
FITL 2,213
Total 11,492
nd
The above defaults stands rectified on approval of restrucuturing of loan facilities by bankers on 22 June, 2021. The revised terms of the
st
borrowings, applicable from the cut off date of 1 January, 2021 are given in Note 51(b).

26 Acceptances Amount ` in lakhs

As at As at
Particulars
31 March 2021 31 March 2020
Payable under the film financing arrangements 1,400 1,400
Total 1,400 1,400

Acceptances comprise of credit availed from banks for payment to film producers for film co-production arrangement entered by the group. The
carrying value of acceptances are considered a reasonable approximation of fair value.
The facility was overdue as at year end by 76 days. However, the default stands rectified on approval of restructuring of facility into Working Capital
nd
facility by bankers on 22 June, 2021.
27 Other financial liabilities Amount ` in lakhs
As at As at
Particulars
31 March 2021 31 March 2020
Current maturities of long term borrowings (refer note 19) 6,398 8,614
Interest accrued but not due - 452
Interest accrued and due 1,468 23
Unclaimed dividend - 1
Employee dues 583 483
Other payables 527 671
Other payable to related party (refer note 44) 881 473
Lease liabilities 488 215
Total 10,345 10,932

EROS INTERNATIONAL MEDIA LIMITED 67

STANDALONE FINANCIAL STATEMENTS

Notes
to the standalone financial statements and other explanatory information

28 Employee benefit obligations - current Amount ` in lakhs

As at As at
Particulars
31 March 2021 31 March 2020
Gratuity 110 73
Compensated absences 129 228
Total 239 301

29 Other current liabilities Amount ` in lakhs

As at As at
Particulars
31 March 2021 31 March 2020
Advance from customers- related parties (refer note 44) 311 311
Advances from customers- others 2,124 1,171
Deferred revenue 2,356 5,176
Duties and taxes payable 3,321 6,396
Total 8,112 13,054

30 Current tax liabilities Amount ` in lakhs

As at As at
Particulars
31 March 2021 31 March 2020
Provision for corporate taxes (net) 7,539 6,976
Total 7,539 6,976

31 Revenue from operations (net) Amount ` in lakhs

Year ended Year ended
Particulars
31 March 2021 31 March 2020
Revenue from distribution and exhibition of film and other rights 24,446 66,896
Revenue from services 4 4
Total 24,450 66,900

32 Other income Amount ` in lakhs

Particulars Year ended Year ended

31 March 2021 31 March 2020
Sundry balances written back 1,648 882
Interest income on advances 372 102
Interest income on Income tax refund - 28
Reversal of expected credit loss 21 -
Reversal of provision for doubtful advances(refer note 4 ) - 1,687
Other non-operating income 547 1,301
Gain on foreign currency transactions and translation (net) - 1,020
Gain on sale of tangible assets (net) 1 0
Reversal of Provision of Impairment of Content advance 3,284 -
Income from export incentives 941 527
Total 6,814 5,547

33 Film right cost including amortization costs Amount ` in lakhs

Year ended Year ended
Particulars
31 March 2021 31 March 2020
Amortization of film rights (refer note 4) 13,264 16,761
Film rights cost 9,122 6,795
Total 22,386 23,556

68 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the standalone financial statements and other explanatory information

34 Changes in inventories of film rights Amount ` in lakhs

Particulars Year ended Year ended

31 March 2021 31 March 2020
Opening stock
- Finished goods 4 301
4 301
Closing stock
- Finished goods 850 4
850 4
Total (846) 297

35 Employee benefits expense Amount ` in lakhs

Particulars Year ended Year ended

31 March 2021 31 March 2020
Salaries and bonus 2,831 2,557
Contribution to provident and other funds (refer note 42) 142 136
Gratuity expense (refer note 42) 56 112
Employee stock option compensation (refer note 42) 98 85
Staff welfare expenses 11 84
Total 3,138 2,974

36 Finance cost Amount ` in lakhs

Year ended Year ended
Particulars
31 March 2021 31 March 2020
Interest expense 8,604 7,643
Other borrowing costs 235 485
Interest on late payment of taxes 2,311 2,619
11,150 10,747
Less: Interest capitalised to film rights - (3,382)
Less: Interest income (207) (290)
Total 10,943 7,075
The capitalisation rate of interest was NIL % (31 March 2020 : 13.03 %)

37 Depreciation and amortization expense Amount ` in lakhs

Year ended Year ended
Particulars
31 March 2021 31 March 2020
Depreciation on tangible assets (refer note 3) 599 810
Amortisation on intangible assets (refer note 4) 11 8
Total 610 818

38 Other expenses Amount ` in lakhs

Year ended Year ended
Particulars
31 March 2021 31 March 2020
Print and digital distribution cost 35 198
Selling and distribution expenses 742 503
Processing and other direct cost & Home entertainment products related cost 291 105
Shipping, packing and forwarding expenses 16 25
Power and fuel 19 49
Rent 40 31
Repairs and maintenance 117 134

EROS INTERNATIONAL MEDIA LIMITED 69

STANDALONE FINANCIAL STATEMENTS

Notes
to the standalone financial statements and other explanatory information

38 Other expenses (Cont...) Amount ` in lakhs

Particulars Year ended Year ended

31 March 2021 31 March 2020
Insurance 24 19
Rates and taxes 23 34
Legal and professional 945 577
Payments to auditors (refer note 48) 106 107
Provision for doubtful advances (refer note 4 ) 531 -
Communication expenses 51 64
Travelling and conveyance 77 111
Commission Payable to Independent Directors 48 -
Content advances written off (refer note 4) 5,596 -
Bad debts and trade receivables written off 1,069 44,966
Provision for impairment in the value of investment - 332
Loss on foreign currency transactions and translation (net) 933 -
CSR expenditure (refer note 50) 8 3
Miscellaneous expenses 209 403
Total 10,880 47,661

39 Exceptional Items* Amount ` in lakhs

Particulars Year ended Year ended

31 March 2021 31 March 2020
Impairment of content advance provision - 1,06,812
Impairment of film rights - 17,251
Impairment of other advances provision - 762
Impairment of content advance written off - 3,025
- 1,27,850
*Exceptional item comprises of the following:
In 2019-20 , the COVID-19 outbreak and resulting measures taken by the Government of India to contain the virus have already significantly affected
the business in the first quarter of fiscal 2020. Further, in 19-20, the Company has witnessed a significant decline in market capitalization as
compared with the previous year. Because of unexpected decline in the market capitalization and disruptions in the business caused by the
outbreak of COVID-19, the Company has performed the annual impairment assessment following the requirements of Ind AS 36 ‘Impairment of
Assets’. Value in use was determined based on future cash flows after considering current economic conditions and trends, estimated future
operating results, growth rates (which is lower than those considered in previous years) and anticipated future economic conditions. The approach
and key (unobservable) assumptions used to determine the cash generating unit’s value comprises of growth rate beyond explicit period (4%) and
post-tax discount rate of 16.5%. Based on the assessment, the management has recorded the impairment charge of ` 127,850 lakhs and disclosed
the same under the exceptional item. The impairment loss has been allocated between component of CGU i.e. content advance ` 109,837 lacs and
film right ` 17,251 lakhs . Company has also impaired certain advances of ` 762 lakhs.
As on 31 March 2021, the company has carried out impairment assessment. The approach and key (unobservable) assumptions used to
determine the cash generating unit’s value comprises of growth rate beyond explicit period (4%) and post-tax discount rate of 16.5%. No,
impairment has been recorded in current year.
40 Earnings per share Amount ` in lakhs, except share data

Particulars Year ended Year ended

31 March 2021 31 March 2020
a) Computation of net profit for the year
Net profit/(loss) after tax attributable to equity shareholders (` in lakhs) (16,983) (1,16,073)
b) Computation of number of shares for Basic Earnings per share
Weighted average number of equity shares 9,57,12,501 9,55,51,002
Total 9,57,12,501 9,55,51,002
c) Computation of number of shares for Diluted Earnings per share
Weighted average number of equity shares used in the calculation of basic earning per share 9,57,12,501 9,55,51,002
Add:- Weighted average potential equity shares (dilutive impact of ESOPs) 1,31,418 1,24,695
Weighted average number of equity shares used in the calculation of diluted earning 9,58,43,919 9,56,75,697
per share

70 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the standalone financial statements and other explanatory information

40 Earnings per share (Cont...)

Particulars Year ended Year ended

31 March 2021 31 March 2020
d) Nominal value of shares (in ` ) 10 10
e) Computation
Basic (in ` ) (17.74) (121.48)
Diluted (in ` ) (17.74) (121.48)

41 Contingent liabilities and commitments (to the extent not provided for) Amount ` in lakhs
As at As at
Particulars
31 March 2021 31 March 2020
(a) Contingent liabilities
(i) Claims against the Company not acknowledged as debt
Sales tax claims disputed by the Company 1,476 1,315
Service tax claim disputed by the Company 44,945 34,305
Income tax liability that may arise in respect of matters in appeal 105 105
(ii) Guarantees
Guarantee given in favour of various government authorities 25 25
46,551 35,750

Notes:
1 During the year ended 31 March 2021, the Company received a show cause notice from the Commissioner of Service Tax to show cause why an
amount aggregating to ` 5,317 lakhs for the period 1 April 2015 to 30th June 2017 should not be levied on and paid by the Company for service tax
arising on temporary/perpetual transfer of copyright services and other matters. Company is in process of filing of reply for the same
2 During the year ended 31 March 2015, the Company received a show cause notice from the Commissioner of Service Tax to show cause why an
amount aggregating to ` 15,675 lakhs for the period 1 April 2009 to 31 March 2014 should not be levied on and paid by the Company for service
tax arising on temporary/perpetual transfer of copyright services and other matters. In connection with the aforementioned matters, on 19 May
2015, the Company received an Order-in-original issued by the Principal Commissioner, Service Tax, wherein the department confirmed the
demand of `15,675 lakhs along with interest and penalty amounting to ` 15,675 lakhs resulting into a total demand of ` 31,350 lakhs. On 3
September 2015, the Company filed an appeal against the said order before the authorities. The Company has paid ` 1,000 Lakhs under protest .
Considering the facts and nature of levies and the ad-interim protection for the period 1 July 2010 to 30 June 2012 granted by the Honorable High
Court of Mumbai, the Company expects that the final outcome of this matter will be favourable. Accordingly, based on the assessment made after
taking appropriate legal advise, the provision of ` 88.52 Lakhs only has been recorded and no additional liability has been recorded in the
financial statements.
3 Company has received show cause notice for reversal of CENVAT credit for the period 2013-14 to 2015-16 ` 187 lakhs. no additional liability has
been accounted in financial statements for this show cause notice. Further Company also received show cause notice for Non levy of Service tax
on Import of Services for the period 2013-14 to 2015-16 for ` 70 Lakhs. the Company has recorded liability ` 51.51 lakhs on account of this show
cause notices.
4 On 8 October 2018, the Company received a show cause notice from the Commissioner of Service Tax to show cause why an amount aggregating
to ` 2,695 lakhs for the period 1 April 2014 to 31 March 2015 should not be levied on and paid by the Company for service tax with equal penalty
arising on temporary / perpetual transfer of copyright services and other matters. The provision of ` 60.77 lakhs has been recorded and no
additional liability has been recorded in the financial statements.
5 In addition, the Company is liable to pay service tax on use on temporary transfer of copyright in the period 1 July 2010 to 30 June 2012. The
Company filed a writ petition in Mumbai High Court challenging the constitutionality and the legality of this entry and received ad-interim protection
and accordingly, no amounts were provided for by the Company for the period 1 April 2011 to 30 June 2012.
6 It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above, pending resolution of the respective
proceedings.
7 From time to time, the ‘Company’ is involved in legal proceedings arising in the ordinary course of its business, typically intellectual property
litigation and infringement claims related to the Company's feature films and other commercial activities, which could cause the Company to incur
expenses or prevent the Company from releasing a film. While the resolution of these matters cannot be predicted with certainty, the Company
does not believe, based on current knowledge or information available, that any existing legal proceedings or claims, including those made under
IBC 2016, are likely to have a material and adverse effect on its financial position, results of operations or cash flows.
8 The Company does not expect any reimbursements in respect of the above contingent liabilities.
Amount ` in lakhs
As at As at
Particulars
31 March 2021 31 March 2020
b) Commitments
Estimated amount of contracts remaining to be executed on content commitments 1,52,456 176,640
1,52,456 176,640
Total 1,99,007 212,390

EROS INTERNATIONAL MEDIA LIMITED 71

STANDALONE FINANCIAL STATEMENTS

Notes
to the standalone financial statements and other explanatory information

42 Employment benefits
a) Gratuity (unfunded)
The following table set out the status of the gratuity plan as required under Indian Accounting Standard (Ind AS) - 19, Employee benefits, and the
reconciliation of opening and closing balances of the present value of the defined benefit obligation:
Amount ` in lakhs

Particulars Year ended Year ended

31 March 2021 31 March 2020
I Change in projected benefit obligation
Liability at the beginning of the year 391 489
Interest cost 22 36
Current service cost 34 76
Liabilty transferred (69) -
Benefits paid (17) (83)
Actuarial loss/(gain) on obligations 14 (127)
Liability at the end of the year 375 391

Current portion 110 73

Non-current portion 265 318
II Recognised in Balance Sheet
Liability at the end of the year 375 391
Amount recognised in Balance Sheet 375 391
III Expense recognised in Statement of Profit and loss
Current service cost 34 76
Interest cost 22 36
Past service cost - -
Expense recognised in Statement of Profit and loss 56 112
IV. Expense recognised in Other Comprehensive Income
Arising from changes in experience 12 (71)
Arising from changes in financial assumptions 2 (38)
Arising from changes in demographic assumptions (0) (18)
Expense/(income) recognised in Other comprehensive income 14 (127)
*Actuarial (gain)/loss of ` 14 lakhs (31 March 2020: ` (127) lakhs) is included in other
comprehensive income.
IV Assumptions used
Discount rate 5.58% 5.76%
Long-term rate of compensation increase 4.76% 4.76%
Attrition Rate 17% 19%
Expected average remaining working life in years 4.00 6.00

72 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the standalone financial statements and other explanatory information

42 Employment benefits (Cont...)

V A quantitative sensitivity analysis for significant assumption as shown below: Amount ` in lakhs
As at As at
Particulars
31 March 2021 31 March 2020
Impact on defined benefit obligation
Projected benefit obligation on current assumption 375 391
Discount rate
1.00 % increase (12) (12)
1.00 % decrease 13 13
Salary growth rate
1.00 % increase 11 12
1.00 % decrease (10) (11)
Employee turnover
1.00 % increase 0 (0)
1.00 % decrease (0) 0

VI Maturity profile of defined benefit obligation Amount ` in lakhs

Year Year ended Year ended

31 March 2021 31 March 2020
Year 1 112 74
Year 2 62 98
Year 3 40 55
Year 4 45 40
Year 5 30 41
Sum of Years 6-10 108 112
Sum of Years 11 and above 69 68

VII Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher
provision.
VIII Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an
increase in the salary of the members more than assumed level will increase the plan's liability.
IX Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Company has to manage pay-out based on pay as
you go basis from own funds
X Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any
longevity risk.
b) Compensated absences
The Company incurred ` (23) lakhs (31 March 2020 : ` 66 lakhs) towards accrual for compensated absences during the year.
c) Provident fund
The Company contributed ` 138 lakhs (31 March 2020 : ` 131 lakhs) to the provident fund plan, ` 3 lakh (31 March 2020 : ` 4 lakhs) to the Employee
state insurance plan and ` 1 lakhs (31 March 2020 : ` 1 lakhs) to the National Pension Scheme during the year.

EROS INTERNATIONAL MEDIA LIMITED 73

STANDALONE FINANCIAL STATEMENTS

Notes
to the standalone financial statements and other explanatory information

42 Employment benefits (Cont...)

d) Share-based payment transactions

The Company has instituted Employees’ Stock Option Plan “ESOP 2009” and "ESOS 2017" under which the stock options have been granted to
employees. The scheme was approved by the shareholders at the Extra Ordinary General Meeting held on 17 December 2009 and Annual General
Meeting held on 29 September 2017 respectively. The details of activities under the ESOP 2009 and ESOS 2020 scheme are summarized below:

The expense recognized for employee services received during the year is shown in the following table:
Amount ` in lakhs
Year ended Year ended
Particulars
31 March 2021 31 March 2020
Expense arising from equity-settled share-based payment transactions 98 85
There were no cancellations or modifications to the awards in 31 March 2021 or 31 March 2020.

Movements during the year

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year:
Particulars As at 31 March 2021 As at 31 March 2020
Number WAEP* Number WAEP*
Outstanding at 1 April 4,79,614 45 7,57,885 32
Granted during the year - - - -
Forfeited during the year (43,896) 10 (1,56,775) 10
Exercised during the year (2,35,795) 10 (1,21,496) 10
Outstanding at 31 March 1,99,923 94 4,79,614 45
Exercisable at 31 March 1,99,923 94 3,25,740 59
Range of exercise price of outstanding options (`) ` 10-150 ` 10-150
Weighted average remaining contractual life of option 2.96 Years 2.96 Years
*WAEP denotes weighted average exercise price of the option
Black Scholes valuation model has been used for computing the weighted average fair value considering the following inputs:
Date of grant
Particulars 17-Dec-09 12-Aug-10 1-Jul-12 14-Oct-13 12-Nov-14 12-Feb-15 9-Feb-16 10-Feb-17 14-Nov-17 10-Feb-18
Dividend yield (%) Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Expected volatility 75.00% 60.00% 44.00% 35.00% 40.11% 37.84% 46.46% 48.66% 56.53% 53.15%
Risk free interest rate 6.30% 6.50% 8.36% 8.57% 8.50% 7.74% 7.49% 6.51% 6.90% 7.38%
Exercise price 75-175 75-135 75 150 10 10 10 10 10 10
Expected life of options 5.25 5.25 5.50 4.50 As per 4.27 3.50 4.50
granted in years Table
1.1
Table 1.1
Expected life of options granted in years
Option Grant date 9-Feb-16 12-Feb-15 12-Nov-14
Old Employees New Employees Old Employees New Employees Old Employees New Employees
Year I 3.50 4.50 3.00 3.00 3.50 4.50
Year II 4.50 5.50 3.50 4.00 4.50 5.50
Year III 5.50 6.50 4.00 4.50 5.50 6.50
The expected life of options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may
occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future
trends, which may differ from the actual.

74 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the standalone financial statements and other explanatory information

43 Operating Segment
Description of segment and principal activities
The Company acquires, co-produces and distributes Indian films in multiple formats worldwide. Film content is monitored and strategic decisions
around the business operations are made based on the film content, whether it is new release or library. Hence, management identifies only
one operating segment in the business, film content. The Company distributes film content to the Indian population in India and worldwide and
to non-Indian consumers who view Indian films that are subtitled or dubbed in local languages. As a result of these distribution activities, the
management examines the performance of the business from a geographical market perspective.
Amount ` in lakhs
Year ended Year ended
Particulars
31 March 2021 31 March 2020
Revenue by region of domicile of customer's location
India 7,191 11,629
United Arab Emirates* 14,420 47,742
Rest of the world 2,839 7,529
Total revenue 24,450 66,900
For the year ended 31 March 2021 and 31 March 2020 no external customers accounted for more than 10% of the entity's total revenues.
*Sales to United Arab Emirates includes sales to its related party Eros Worldwide FZ LLC.
Non-current assets other than financial instruments, investments accounted for using equity method and income taxes
Amount ` in lakhs
As at As at
Particulars
31 March 2021 31 March 2020
Non-current assets
India 76,372 90,651
Total non-current assets 76,372 90,651

EROS INTERNATIONAL MEDIA LIMITED 75

STANDALONE FINANCIAL STATEMENTS

Notes
to the standalone financial statements and other explanatory information

44 Related party disclosures

Related party where control exists:
a) Parent entity
Relationship Name
Ultimate holding Company Eros STX Global Corporation
(formerly known as Eros International PLC)
Holding Company Eros Worldwide FZ LLC

b) Subsidiaries
Relationship Name
Subsidiary companies Eros International Films Private Limited
Copsale Limited
Big Screen Entertainment Private Limited
EyeQube Studios Private Limited
EM Publishing Private Limited
Eros Animation Private Limited
Digicine PTE Limited
Colour Yellow Productions Private Limited
ErosNow Private Limited (formerly known as Universal Power Systems Private Limited)

Related party having transactions :

a) List of Key management personnel (KMP) Mr. Sunil Lulla – Executive Vice Chairman and Managing Director
Mr. Kishore Lulla – Executive Director
Mr. Farokh Gandhi - Executive Director & Chief Financial Officer (India)
(Appointed as Director of the Company w.e.f. 9 November 2020)
Mr. Pradeep Dwivedi - Chief Executive Officer (w.e.f. 10 February 2020)
Mr. Abhishek Kanoi - Vice President Company Secretary and Compliance Officer (upto 12
August 2019)
Mr. Vijay Jayantilal Thaker - Vice President Company Secretary and Compliance Officer
(w.e.f. 13 August 2019)
b) Relatives of KMP with whom transactions exist Mrs. Manjula K Lulla (wife of Mr. Kishore Lulla)
Mrs. Krishika Lulla (wife of Mr. Sunil Lulla)
Mrs. Meena Lulla (wife of Mr. Arjan Lulla)
c) Entities over which KMP exercise significant Shivam Enterprises
influence Eros International Distribution LLP
Eros Television India Private Limited
Eros International Distribution LLP
d) Fellow subsidiary company Eros Digital Private Limited
Eros International Limited, United Kingdom
Eros Digital FZ LLC
Eros International USA Inc, USA

76 ANNUAL REPORT 2020-21

 44 Related party disclosures (Cont...)

c (i) Transactions during the year with related parties Amount ` in lakhs

Notes
Particulars Holding Company Subsidiary Fellow subsidiary Key Management Entities over which Total
company Personnel including Key Management
transactions with Personnel exercise
relatives of Key significant influence
Management
Personnel
Year Year Year Year Year Year Year Year Year Year Year Year
ended ended ended ended ended ended ended ended ended ended ended ended
31 March 31 March 31 March 31 March 31 March 31 March 31 March 31 March 31 March 31 March 31 March 31 March
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Sale of film rights 11,650 47,828 12 80 2,269 - - - - - 13,931 47,908
Revenue attributable to Eros
Digital FZ LLC - - - - (367) (8,271) - - - - (367) (8,271)
Purchase of film rights - - 187 3,161 - - - - - - 187 3,161
Re-imbursement of
administrative expense 98 333 12 12 2,286 4,887 - - - - 2,396 5,232
Re-imbursement given 15 70 - 137 - - - - - - 15 207
Assets Usage Charges paid - - 7 7 - - - - - - 7 7
Commission expenses - - 5 4 - - - - - - 5 4
Investment in - - - 16 - - - - - - - 16
Rent expenses - - - - - - 768 768 - - 768 768
Interest income 372 - - 102 - - - - - - 372 102
Interest expenses - - 1,065 648 62 57 - - - - 1,127 705
to the standalone financial statements and other explanatory information

Salary, commission and

perquisites* to KMPs - - - - - - 952 779 - - 952 779
Content advances given - - - 1,104 - - - - - - - 1,104
Loan and advances given - - - 1,866 - - - - - - - 1,866
Loan transferred - - 0 - - - - - - - 0 -
Gratuity/Lease encashment
transferred - - 123 - - - - - - - 123 -
Sale of assets - - 4 - - - - - - - 4 -
Recovery of loans and
advances given - - - 2,638 - - - - - 42 - 2,680
Trade advances/ loans taken - - 3,260 5,275 - 25 - - - - 3,260 5,300
Repayment of advances/ loans - 13,738 3,776 4,334 - 43 - - - - 3,776 18,115
Refund of deposits - - - - - - - 314 - - - 314

EROS INTERNATIONAL MEDIA LIMITED

CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

77
STANDALONE FINANCIAL STATEMENTS

Notes
to the standalone financial statements and other explanatory information

44 Related party disclosures (Cont...)

c) (ii) Transactions during the year with related parties Amount ` in lakhs
As at As at
Particulars
31 March 2021 31 March 2020
Sale of film rights
Eros Worldwide FZ LLC 11,650 47,828
Eros International Ltd United Kingdom 2,269 -
ErosNow Private Limited (formerly known as Universal Power Systems Private Limited) 12 80
Total 13,931 47,908
Revenue attributable to Eros Digital FZ LLC (367) (8,271)
Purchase of film rights
Eros International Films Private Limited 49 68
Colour Yellow Productions Private Limited 138 3,092
Total 187 3,160
Re-imbursement of administrative expense
Eros Worldwide FZ LLC 98 333
Eros Digital FZ LLC 2,286 4,678
Eros International Films Private Limited 12 12
Eros International Ltd United Kingdom - 142
Eros International Ltd USA INC - 67
Total 2,396 5,232
Re-imbursement given
Colour Yellow Productions Private Limited - 137
Eros Worldwide FZ LLC 15 70
Total 15 207
Assets Usage Charges paid
EyeQube Studios Private Limited 7 7
Total 7 7
Commission expenses
ErosNow Private Limited (formerly known as Universal Power Systems Private Limited) - 2
EM Publishing Private Limited 5 2
Total 5 4
Investment in
ErosNow Private Limited (formerly known as Universal Power Systems Private Limited) - 16
Total - 16
Rent expenses
Mr. Sunil Lulla 384 384
Mrs. Manjula K Lulla 36 36
Mr. Kishore Lulla 348 348
Total 768 768
Interest income
EyeQube Studios Private Limited - 1
Eros Worldwide FZ LLC 372 -
ErosNow Private Limited (formerly known as Universal Power Systems Private Limited) - 101
Total 372 102
Interest expenses
Eros Digital Private Limited 62 57
ErosNow Private Limited (formerly known as Universal Power Systems Private Limited) 173 9
EyeQube Studios Private Limited 4 3
Eros International Films Private Limited 888 636
Total 1,127 705
78 ANNUAL REPORT 2020-21
 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the standalone financial statements and other explanatory information

44 Related party disclosures (Cont...)

c) (ii) Transactions during the year with related parties (Cont...) Amount ` in lakhs
As at As at
Particulars
31 March 2021 31 March 2020
Salary, commission and perquisites* to KMPs
Mr. Sunil Lulla*** 521 527
Mrs. Krishika Lulla 86 86
Mr. Farokh Gandhi - Executive Director & Chief Financial Officer (India) 84 84
Mr. Vijay Jayantilal Thaker (w.e.f. 12 August 2019) 36 23
Mr. Abhishek Kanoi** (upto 12 August 2019) - 18
Mr. Pradeep Dwivedi - Chief Executive Officer (w.e.f. 10 February 2020) 225 41
Total 952 779
* Perquisites to KMP have been valued as per Income tax Act, 1961 and rules framed thereunder or at actuals as the case may be.
** Excludes ` NIL (31 March 2020 : ` 1 lakhs) charged to Statement of Profit and loss on account of stock compensation for awards granted.
*** The remuneration accrued/paid by the company to its Vice Chairman and Managing Director for the year ended 31 March 2021 is in excess by `
400 lakhs vis-a-vis the limits specified in section 197 of Companies Act, 2013 ('the act') read with schedule V thereto, as the Company does not
have profits. The Company is in process of complying with the prescribed statutory requirements to regularize such excess payments, including
seeking approval of shareholders, as necessary. Untill then, the said excess amount is held in trust by the Vice Chairman and Managing Director.

d) Transactions with related parties Amount ` in lakhs

Year ended Year ended
Particulars
31 March 2021 31 March 2020
Content advances given
Colour Yellow Productions Private Limited - 1,104
Total - 1,104
Loan and advances given
EyeQube Studios Private Limited - 9
Eros Animation Private Limited - 0
EM Publishing Private Limited - 3
ErosNow Private Limited (formerly known as Universal Power Systems Private Limited) - 1,854
Total - 1,866
Loan and advances Transferred
ErosNow Private Limited (formerly known as Universal Power Systems Private Limited) 0 -
Total 0 -
Gratuity/Leave encashment transferred
ErosNow Private Limited (formerly known as Universal Power Systems Private Limited) 123 -
Total 123 -
Sale of Assets
ErosNow Private Limited (formerly known as Universal Power Systems Private Limited) 4 -
Total 4 -
Recovery of loans and advances given
ErosNow Private Limited (formerly known as Universal Power Systems Private Limited) - 2,572
Eros Television India Private Limited - 3
EyeQube Studios Private Limited - 66
Shivam Enterprises - 39
Total - 2,680
Trade advances/ loans taken
Eros Digital Private Limited - 25
Eros International Films Private Limited 510 5,275
ErosNow Private Limited (formerly known as Universal Power Systems Private Limited) 2,750 -
Total 3,260 5,300

EROS INTERNATIONAL MEDIA LIMITED 79

STANDALONE FINANCIAL STATEMENTS

Notes
to the standalone financial statements and other explanatory information

44 Related party disclosures (Cont...)

d) Transactions with related parties (Cont...) Amount ` in lakhs
Year ended Year ended
Particulars
31 March 2021 31 March 2020
Repayment of advances/ loans
Eros Worldwide FZ LLC - 13,738
Eros Digital Private Limited - 43
Big Screen Entertainment Private Limited - 1
ErosNow Private Limited (formerly known as Universal Power Systems Private Limited) 2,425 -
Eros International Films Private Limited 1,351 4,333
Total 3,776 18,115
Refund of deposits
Mr. Sunil Lulla - 254
Mr. Kishore Lulla - 60
Total - 314

e) Balances with related parties Amount ` in lakhs

Particulars As at As at
31 March 2021 31 March 2020
Trade balances due from
Eros Worldwide FZ LLC 35,124 37,884
Eros International Limited 2,195 -
ErosNow Private Limited (formerly known as Universal Power Systems Private Limited) 18 -
Eros Digital FZ LLC 4,327 11,128
Total 41,664 49,012
Trade balances due to
Eros International Limited 282 118
Big Screen Entertainment Private Limited 96 96
Colour Yellow Productions Private Limited 3,227 3,074
Eros International Films Private Limited 54 -
ErosNow Private Limited (formerly known as Universal Power Systems Private Limited) 123 -
Eros Digital FZ LLC 18,518 18,682
Total 22,300 21,970
Advances due to
Eros Worldwide FZ LLC 311 311
Total 311 311
Loans due to
Eros Digital Private Limited 619 562
Eros International Films Private Limited 6,800 6,832
ErosNow Private Limited (formerly known as Universal Power Systems Private Limited) 996 512
EyeQube Studios Private Limited 49 38
Total 8,464 7,944
Content advances given to
Colour Yellow Productions Private Limited 4,782 4,782
Total 4,782 4,782

80 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the standalone financial statements and other explanatory information

44 Related party disclosures (Cont...)

e) Balances with related parties (Cont...)
Amount ` in lakhs
As at As at
Particulars
31 March 2021 31 March 2020
Loans and advances due from
EM Publishing Private Limited 15 20
Digicine Pte Limited 38 39
Eros Animation Private Limited 2 2
Total 55 61
Security Deposits/Amounts due from KMPs or their relatives
Mr. Sunil Lulla 13 13
Mrs. Manjula Lulla 75 75
Mr. Kishore Lulla 180 180
Total 268 268
Amounts due to KMPs or their relatives
Mr. Sunil Lulla 488 225
Mr. Kishore Lulla 241 143
Mrs. Manjula Lulla 124 103
Mrs. Krishika Lulla 21 2
Mrs. Meena Lulla 7 -
Total 881 473

Terms and conditions

All outstanding balances are unsecured and repayable in cash.

45 Categories of financial assets and financial liabilities

The carrying value of financial instruments by categories are as follows: Amount ` in lakhs
As at As at
Particulars
31 March 2021 31 March 2020
Financial assets
Measured at fair value through profit and loss
Investments* 2,460 2,460
Total 2,460 2,460
Measured at amortised cost
Loans 1,383 1,265
Restricted deposits 2,852 3,650
Other financial assets 370 348
Trade receivables 46,081 52,590
Cash and cash equivalents 874 102
Total 51,560 57,955
Measured at amortised cost
Borrowings 49,700 49,486
Acceptance 1,400 1,400
Trade payables 30,672 28,512
Other financial liabilities 12,019 10,979
Total 93,791 90,377

* Exclude financial instruments of investment in subsidiaries carried at cost.

EROS INTERNATIONAL MEDIA LIMITED 81

STANDALONE FINANCIAL STATEMENTS

Notes
to the standalone financial statements and other explanatory information

46 Fair value measurement of financial instruments

Financial assets and financial liabilities measured at fair value in the balance sheet are grouped into three Levels of a fair value hierarchy. The three
Levels are defined based in the observability of significant inputs to the measurement, as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e as price) or indirectly
(i.e. derived from price)
Level 3: unobservable inputs for the asset or liability

a. The following table shows the Levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring basis:
Amount ` in lakhs
Particulars As at Level 1 Level 2 Level 3
31 March 2021
Financial assets
Measured at fair value through Statement of Profit
and Loss
Investments* 2,460 - - 2,460
Total 2,460 - - 2,460
b. The following table shows the financial assets and liabilities measured at amortised cost on a recurring basis:
Amount ` in lakhs
Particulars As at Level 1 Level 2 Level 3
31 March 2021
Measured at amortised cost
Financial assets
Loans 1,383
Restricted bank deposits 2,852
Other financial assets-Non Current 280 280
Other financial assets- Current 90
Trade receivables 46,081
Cash and cash equivalents 874
Total 51,560 - 280 -
Financial liabilities
Measured at amortised cost
Borrowings-Non Current 4 4
Borrowings- Current 49,696
Acceptance 1,400
Trade payables 30,672
Other financial liabilities 12,019
Total 93,791 - 4 -

* Exclude financial instruments of investment in subsidiaries carried at cost.

During the year ended 31 March 2021 there was no transfers between level 2 and level 3 fair value hierarchy.
Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities and short term borrowings
carried at amortised cost is not materially different from its carrying cost largely due to short term maturities of these financial assets and liabilities
Fair value of the borrowing items fall within level 2 of the fair value hierarchy and is calculated on the basis of discounted future cash flows.
Non-listed shares and other securities fall within level 3 of the fair value hierarchy. Valuation is based on the discounted future cash flow method.
Financial instruments with fixed and variable interest rate fall within level 2 of the fair value hierarchy and are evaluated by Company based on
parameters such as interest rate, credit rating or assessed credit worthiness.

82 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the standalone financial statements and other explanatory information

46 Fair value measurement of financial instruments (Cont...)

a. The following table shows the Levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring
basis:
Amount ` in lakhs
Particulars As at Level 1 Level 2 Level 3
31 March 2020
Financial assets
Measured at fair value through profit and loss
Investments* 2,460 - - 2,460
Total 2,460 - - 2,460

b. The following table shows the financial assets and liabilities measured at amortised cost on a recurring basis:
Amount ` in lakhs
Particulars As at Level 1 Level 2 Level 3
31 March 2020
Measured at amortised cost
Loans 1,265
Restricted bank deposits 3,650
Other financial assets-Non current 279 279
Other financial assets-Current 69
Trade receivables 52,590
Cash and cash equivalents 102
Total 57,955 - 279 -
Financial liabilities
Measured at amortised cost
Borrowings-Non Current 63 63
Borrowings- Current 49,423
Acceptance 1,400
Trade payables 28,512
Other financial liabilities 10,979
Total 90,377 - 63 -

*Exclude financial instruments of investment in subsidiaries carried at cost.

During the year ended 31 March 2020 there was no transfers between level 2 and level 3 fair value hierarchy.
Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities and short term
borrowings carried at amortized cost is not materially different from its carrying cost largely due to short term maturities of these financial assets and
liabilities
Following table shows the reconciliation from the opening balances to the closing balances of the level 3 values:-
Amount ` in lakhs
Particulars
Balance as on 1 April 2019 2,776
Add: Employee stock option compensation expense to employee's of subsidiary 16
Less: Fair value loss recognised through profit and loss (332)
Balance as on 31 March 2020 2,460
Add: Employee stock option compensation expense to employee's of subsidiary -
Less: Fair value loss recognised through profit and loss -
Balance as on 31 March 2021 2,460

EROS INTERNATIONAL MEDIA LIMITED 83

STANDALONE FINANCIAL STATEMENTS

Notes
to the standalone financial statements and other explanatory information

46 Fair value measurement of financial instruments (Cont...)

Financial asset Fair value as at Fair value Valuation Significant Relationship of

hierarchy techniques and unobservable unobservable
31 March 2021 31 March 2020
key inputs input input to fair value
Investment in Equity share Equity share Level 3 Income approach The significant A 1 % increase /
unquoted of :- ErosNow of :- ErosNow - In this approach, inputs were:- decrease in the
equity share Private limited Private limited the discounted a) the estimated discount rate used
(Formerly known (Formerly known cash flow method cash flow; and would decrease/
as Universal as Universal was used to b) the discount increase the fair
Power Systems Power Systems capture the rate to compute value of unquoted
Private Limited) Private Limited) present value the present equity instruments
` 2,460 lakhs ` 2,460 lakhs of the expected value of the by ` NIL /
future economic future expected ` NIL
benefit to be cash flow. (` 160 lakhs /
derived from the ` 180 lakhs As at
ownership of these 31 March 2020).
equity instruments.

47 Financial instruments and Risk management

The Company is exposed to various risks in relation to financial instruments. The Company’s financial assets and liabilities by category are
summarised in note 45. The main types of risks are market risk, credit risk and liquidity risk.
The Company’s risk management is coordinated in close cooperation with the board of directors and audit committee.
The Company has established objectives concerning the holding and use of financial instruments. The underlying basis of these objectives is to
manage the financial risks faced by the Company.
Formal policies and guidelines have been set to achieve these objectives. The Company does not enter into speculative arrangements or trade in
financial instruments and it is the Company’s policy not to enter into complex financial instruments unless there are specific identified risks for which
such instruments help mitigate uncertainties.
Management of Capital Risk and Financial Risk
The Company manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to shareholders through
the optimization of the debt and equity balance. The Company monitors capital using a gearing ratio, which is net debt divided by total capital. For
the purpose of the Company’s capital management, capital includes issued capital and all other equity reserves attributable to the equity
shareholders of the Company. Net debt is calculated as borrowing (refer note 19,25,26 and 27) less cash and cash equivalents.
The gearing ratio at the end of the reporting period was as follows: Amount ` in lakhs

Particulars As at As at
31 March 2021 31 March 2020
Debt 57,511 59,531
Less: Cash and cash equivalents (874) (102)
Net debt 56,637 59,429
Equity 21,104 37,980
Net debt to equity 268.37% 156.47%

Financial risk management objectives

Based on the operations of the Company , Management considers that key financial risks that it faces are credit risk, currency risk, liquidity risk and
interest rate risk. The objectives under each of these risks are as follows
• credit risk: minimize the risk of default and concentration.
• currency risk: reduce exposure to foreign exchange movements principally between INR and USD.
• liquidity risk: ensure adequate funding to support working capital and future capital expenditure requirements.
• interest rate risk: mitigate risk of significant change in market rates on the cash flow of issued variable rate debt.
Credit Risk
The Company’s credit risk is principally attributable to its trade receivables, loans and bank balances. As a number of the Company’s trading
activities require third parties to report revenues due to the Company this risk is not limited to the initial agreed sale or advance amounts. The
amounts shown within the Balance Sheet in respect of trade receivables and loans are net of allowances for doubtful debts based upon objective
evidence that the Company will not be able to collect all amounts due.
Trading credit risk is managed on a customer by customer basis by the use of credit checks on new clients and individual credit limits, where
appropriate, together with regular updates on any changes in the trading partner’s situation. In a number of cases trading partners will be required
to make advance payments or minimum guarantee payments before delivery of any goods. The Company reviews reports received from third

84 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the standalone financial statements and other explanatory information

47 Financial instruments and Risk management (Cont...)

parties and in certain cases as a matter of course reserve the right within the contracts it enters into to request an independent third party audit of the
revenue reporting.
The credit risk on bank balances is limited because the counterparties are banks with high credit ratings as signed by credit rating agencies.
The Company from time to time will have significant concentration of credit risk in relation to individual theatrical releases, television syndication deals or
digital licenses. This risk is mitigated by contractual terms which seek to stagger receipts and/or the release or airing of content. As at 31 March 2021 91%
(31 March 2020: 97 %) of trade account receivables were represented by the top 5 customer, out of which as at 31 March 2021 90 % (31 March 2020: 93
%) of trade account receivables were represented by the related parties. The maximum exposure to credit risk is that shown within the statement of
financial position.
As at 31 March 2021, the Company did not hold any material collateral or other credit enhancements to cover its credit risks associated with its financial
assets.
Currency Risk
The Company is exposed to foreign exchange risk from foreign currency transactions. As a result it faces both translation and transaction currency risks
which are principally mitigated by matching foreign currency revenues and costs wherever possible.
The Company has identified that it will need to utilize hedge transactions to mitigate any risks in movements between the US Dollar and the Indian Rupee
and has adopted an agreed set of principles that will be used when entering into any such transactions. No such transactions have been entered into to
date and the Company has managed foreign currency exposure to date by seeking to match foreign currency inflows and outflows as much as possible
such as packing credit repayment in USD is matched with remittances from UAE in USD. Details of the foreign currency borrowings that the Company
uses to mitigate risk are shown within Interest Risk disclosures.
The Company adopts a policy of borrowing where appropriate in the foreign currency as a hedge against translation risk. The table below shows the
Company’s net foreign currency monetary assets and liabilities position in the main foreign currencies, translated to Indian Rupees(INR) equivalents, as
at the year end:

Amount ` in lakhs

Particulars Net balance receivables / (payables)

INR USD SGD* EUR
As at 31 March 2021 369,736 5,046 8 1
As at 31 March 2020 26,839 355 1 -
*amount represents less than one lakh
The above foreign currency arises when the Company holds monetary assets and liabilities denominated in a currency other than INR.
A uniform decrease of 10% in exchange rates against all foreign currencies in position as of 31 March 2021 would have decreased in the Company’s net
profit before tax by approximately ` 36,974 lakhs (31 March 2020: profit of ` 2,684 lakhs). An equal and opposite impact would be experienced in the event
of an increase by a similar percentage.
Liquidity risk
The Company manages liquidity risk by maintaining adequate reserves and agreed committed banking facilities. Management of working capital takes
account of film release dates and payment terms agreed with customers.
A maturity analysis for financial liabilities is provided below. The amounts disclosed are based on contractual undiscounted cash flows. The table includes
both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rates as at 31
March, in each year.

Amount ` in lakhs

Particulars Total Less than 1 1-3 years 3-5 years More than 5
year years
As at 31 March 2021
Borrowing principal payments 56,098 56,094 4 - -
Borrowing interest payments 7,481 7,481 0 - -
Acceptance 1,400 1,400 - - -
Trade and other payables 33,810 14,137 19,673 - -

EROS INTERNATIONAL MEDIA LIMITED 85

STANDALONE FINANCIAL STATEMENTS

Notes
to the standalone financial statements and other explanatory information

47 Financial instruments and Risk management (Cont...)

Amount ` in lakhs

Particulars Total Less than 1 1-3 years 3-5 years More than 5
year years
As at 31 March 2020
Borrowing principal payments 58,100 58,037 63 - -
Borrowing interest payments 7,160 7,158 2 - -
Acceptance 1,400 1,400 - - -
Trade and other payables 30,186 30,021 165 - -

At 31 March 2021, the Company had facilities available of ` 49,034 Lakhs (31 March 2020: ` 51,556 Lakhs ) and had net undrawn amounts of ` 1,995
Lakhs (31 March 2020: ` 189 Lakhs ) available. The borrowing facility with bankers have been restructured on 22 June 2021. (Refer Note 51(b))
Interest rate risk
The Company is exposed to interest rate risk as the Company has borrowed funds at floating interest rates. The risk is managed as the loans are at
floating interest rates which is aligned to the market.
A uniform increase of 100 basis points in interest rates against all borrowings in position as of 31 March 2021 would have decreased in the
Company’s net profit before tax by approximately ` 485 Lakhs (31 March 2020:decrease net profit before tax of ` 204 Lakhs ). An equal and opposite
impact would be experienced in the event of a decrease by a similar basis.

48 Auditors' remuneration Amount ` in lakhs

Particulars Year ended Year ended

31 March 2021 31 March 2020
As auditor
Statutory audit 80 80
Limited review 15 15
Tax audit 7 7
102 102
In other capacity
Other services (certification fees) 4 5
4 5
Total 106 107

49 Based on the information available with the Company, there are no dues payable as at the year end to micro, small and medium enterprises as
defined in The Micro, Small & Medium Enterprises Development Act, 2006. This information has been relied upon by the statutory auditors of the
Company.
50 As per the provision of the Act, a Corporate Social Responsibility (CSR) committee has been formed by the Company. CSR objects chosen by the
Company primarily consist of promoting education, promoting gender equality, empowering women, setting up homes and hostels for women and
orphans etc. As per the provisions of the Act, gross amount required to be spent by the Company is ` NIL (31 March 2020 : ` 485 lakh), of which
` 8 lakh (31 March 2020 : ` 3 lakhs) have been spent during the current year details as ` 8 lacs to Late Shree Himmatlal Harjivand ( 31 March 2020:
` 3 lakhs to Vardhaman Sanskar Dham)
51 Post reporting date events
(a) The World Health Organization announced a global health emergency because of a new strain of coronavirus (“COVID-19”) and classified its
outbreak as a pandemic on March 11, 2020. On March 24, 2020, the Government announced lockdown across the country to contain the spread of
the virus. Further, lockdown like conditions have been imposed by government to curtail the second wave in April 5, 2021. This pandemic and
response thereon have impacted most of the industries. The film industry has been impacted due to closures of theatres and restrictions on film
shoots. The impact on company's future operations would, to a large extent, depend on how the pandemic further develops and it’s resultant
impact on the operations of the Company.
The Management has evaluated the impact on its financial statements and have made appropriate adjustments, wherever required. The extent of
the impact on Company’s operations remains uncertain and may differ from that estimated as at the date of approval of these standalone financial
statements and will be dictated by the length of time that such disruptions continue, which will, in turn, depend on the currently unknowable duration
of COVID-19 and among other things, the impact of governmental actions imposed in response to the pandemic. The Company is monitoring the
rapidly evolving situation and its potential impacts on the Company’s financial position, results of operations, liquidity, and cash flows.
(b) The company has obtained the lenders approval on 22nd June, 2021 for restructuring of the borrowing facilities under the RBI's Resolution
Framework for COVID-19-related Stress dated August 6, 2020 and Resolution Framework for COVID-19-related Stress – Financial Parameters
st
dated September 7, 2020 with the cut-off date of 1 January, 2021. The defaults in the repayments of term loans instalments stands rectified on
restructuring of the facilities. The impact of the restructuring has not been considered in these financial results, pending issue of revised sanction
letters and other documents from all bankers. Pursuant to restructuring, the interest rate is revised to 9% p.a. link to one year MCLR. The revised
repayment schedule will be as under:

86 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the standalone financial statements and other explanatory information

51 Post reporting date events (Cont...) Amount ` in lakhs

Particulars FY 22-2023 FY 21-2022 FY 2023-24
Term Loans - 231 4,395
Funded Interest Term Loans 856 1,589 -
Working Capital Facilitates 1,606 4,417 2,008

52 The company has incurred loss for the year amounting ` 16,997 lakhs in current year and ` 115,978 lakhs [after considering the impact of an
impairment loss amounting ` 127,850 lakhs]. The company is dependent upon external borrowings for its working capital needs and investment in
content and film rights. Given the economic uncertainty created by the novel coronavirus coupled with significant business disruptions for film
distributer and broadcasting companies, there is likely be an increase in events and circumstances which may cast doubt on a Company’s ability to
continues as a going concern. The merger of STX Filmworks Inc with subsidiary of ultimate holding company Eros International Plc will result into
equity infusion of US$ 125 million in combined entity. These funds would improve liquidity within the group. The company has considered the
impact of these uncertainties and factored them into their financial forecasts, including renewal of short-term borrowings. For this reason,
Management continues to adopt the going concern basis in preparing the consolidated financial statements.
53 Leases
Company as a lessee
The company's leased assets primarily consist of offices. Lease of the office premises generally have lease term of 5 years.
(a) The carrying amount of Right to use assets and the movements during the year are given in note 3.
(b) The carrying amount of lease liabilities and the movements during the year:-
Amount ` in lakhs

Particulars As at As at
31 March 2021 31 March 2020
Opening balance 237 -
Addition 2,474 986
Accretion of Interest - -
Payment made 574 749
Closing balance 2,137 237

c) The amount relating to leases recognized in statement of profit and loss

Depreciation of right of use of assets 277 357
Interest expense on lease liability' 89 24
Total 366 381

(d) Undiscounted maturity analysis of lease liabilities as at end of the year

Less than 1 year 4 -
One to five year 2,133 -
More than 5 year - -

54 Post reporting date events

No adjusting or significant non-adjusting events have occurred between 31 March 2021 and the date of authorisation of these standalone financial
statements.

For Chaturvedi & Shah LLP For and on behalf of Board of Directors
Chartered Accountants
Firm Registration No.: 101720W/W100355

Amit Chaturvedi Sunil Lulla Sunil Srivastav Pradeep Dwivedi

Partner Executive Vice Chairman & Non Executive Independent Chief Executive Officer
Membership No: 103141 Managing Director Director
(DIN: 00243191) (DIN: 00237561)

Farokh P. Gandhi Vijay Thaker

Chief Financial Officer Vice President - Company Secretary
(India) and Compliance Officer
Place: Mumbai Place: Mumbai
Date : 28 June 2021 Date : 28 June 2021

EROS INTERNATIONAL MEDIA LIMITED 87

In
te
nt
io
na
lly
ke
pt
bl
an
k
Consolidated
Financial
Statements
CONSOLIDATED FINANCIAL STATEMENTS

INDEPENDENT AUDITOR’S REPORT

To the Members of obtained is sufficient and appropriate to provide a basis for our opinion
on the consolidated financial statements.
EROS INTERNATIONAL MEDIA LIMITED
Material Uncertainty related to Going Concern
Report on the Consolidated Financial Statements
As stated in Note No. 52 of the consolidated financial statements, the
Opinion economic uncertainty created by the novel coronavirus has resulted in
We have audited the accompanying consolidated financial statements significant business disruptions for film distributer and broadcasting
of Eros International Media Limited (hereinafter referred to as the companies. These conditions, along with other matter as set forth in the
"Holding Company") and its subsidiaries (Holding Company and its aforesaid note, indicate the existence of a material uncertainty that may
subsidiaries together referred to as "the Group"), which comprise the cast significant doubt about the Company's ability to continue as a
consolidated Balance Sheet as at March 31, 2021, and the going concern.
consolidated Statement of Profit and Loss, including consolidated Our opinion is not modified in respect of this above matter.
Other Comprehensive Income, consolidated Statement of Changes in
Equity and the consolidated Cash Flow Statement for the year then Emphasis of Matter
ended, and notes to the consolidated financial statements including
and a summary of significant accounting policies and other explanatory We draw attention to Note No. 51 of the consolidated financial
information (hereinafter referred to as "the consolidated financial statements, which describes the Company's management evaluation
statements"). of Covid 19 impact on the future business operations and future cash
flows of the Company and it's consequential effects on the carrying
In our opinion and to the best of our information and according to the value of assets as on March 31, 2021. In view of uncertain economic
explanations given to us and based on the consideration of reports of conditions, the Company's management's evaluation of impact on
other auditors on separate financial statements and on other financial subsequent periods is highly dependent upon conditions as they
information of the subsidiaries, the aforesaid consolidated financial evolve. Our opinion is not modified in respect of this matter.
statements give the information required by the Companies Act, 2013 ("
the Act") in the manner so required and give a true and fair view in Key Audit Matters
conformity with the Indian Accounting Standards ("Ind AS") specified Key audit matters are those matters that, in our professional judgment,
under Section 133 of the Act and other accounting principles generally were of most significance in our audit of the consolidated financial
accepted in India, of the state of affairs of the Company as at March 31, statements of the current period. These matters were addressed in the
2021, its loss including other comprehensive income, changes in context of our audit of the consolidated financial statements as a whole,
equity and its cash flows for the year ended on that date. and in forming our opinion thereon, and we do not provide a separate
Basis for Opinion opinion on these matters. For each matter below, our description of
how our audit addressed the matter is provided in that context.
We conducted our audit in accordance with the Standards on Auditing
("SAs") specified under Section 143(10) of the Act. Our responsibilities We have determined the matters described below to be key audit
under those Standards are further described in the Auditor's matters to be communicated in our report. We have fulfilled the
Responsibilities for the Audit of the Financial Statements section of our responsibilities described in the Auditors' responsibilities for the audit
report. We are independent of the Company in accordance with the of the Consolidated Financial Statements section of our report,
Code of Ethics issued by the Institute of Chartered Accountants of India including in relation to these matters. Accordingly, our audit included
(ICAI) together with the ethical requirements that are relevant to our the performance of procedures designed to respond to our
audit of the consolidated financial statements under the provisions of assessment of the risks of material misstatement of the Consolidated
the Act and the Rules made thereunder, and we have fulfilled our other Financial Statements. The results of our audit procedures, including the
ethical responsibilities in accordance with these requirements and the procedures performed to address the matters below, provide the basis
ICAI's Code of Ethics. We believe that the audit evidence we have for our audit opinion on the accompanying consolidated financial
statements:-

90 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Key Audit Matters Response to Key Audit Matters

Revenue Recognition
(Refer note 1 and para 'a' of the significant accounting policies)

The Group recognize theatrical income, license Our audit procedures to assess the appropriateness of revenue recognised included and were
Fees and distribution revenue, net of sales related not limited to following:
taxes, when control of the underlying products • Obtaining an understanding of an assessing the design, implementation and operating
have been transferred along with satisfaction of effectiveness of the Group's key internal controls over the revenue recognition process.
performance obligation.
• Examination of significant contracts entered into close to year end to ensure revenue
Recognition of revenue is driven by specific terms recognition is made in correct period.
of related contracts.
• Testing a sample of contracts from various revenue streams by agreeing information back to
The various streams of revenue, together with the contracts and proof of delivery or transmission as appropriate and ensure revenue
level of judgement involved make its accounting recognition is in accordance with principles of Ind AS 115.
treatment for revenue a significant matter for our
audit. • Assessing the adequacy of Groups's disclosure in accordance with requirements of Ind AS
115.

Content Advances
(Refer note 3)
Group enters into agreements with production Our audit procedures with respect to content advance, delivery of the content and it's impairment
houses to develop future film content. Advances included and were not limited to following:
are given as per terms of agreements. Such
• Obtaining an understanding of and assessing the design, implementation and operating
content advances are monitored by the respective
effectiveness of the Group's key controls over the processes of authorisation of content
management of the companies included in the
advances and tracking of receipt of related content as per agreement.
Group for recoverability and appropriate write offs
are taken when film production does not seem • Examination of contracts on sample basis entered by the Group and agreeing with the
viable and refund of advance is not probable basis schedule of content advance.
management evaluation. • Examination of the approvals of write off where amounts are not recoverable.
The Content advances are transferred to film and • Testing of the amounts transferred to film and rights account on sample basis on delivery of
rights at the point at which the content is first content by vendor.
exploited. Provision is made as per provision
policy in respect of content advances against • Circulating and obtaining independent confirmations from parties on the outstanding
which content has not been delivered by vendor balances on sample basis. Testing the reconciliation, if any between the balances
within agreed timelines or where projects are at confirmed by party and balance in the books.
standstill/put on hold for substantial period of time. • Conducting discussion with the management and reviewing, on sample basis, the project
Because of the significance of content advances to status prepared by management for determining the adequacy of impairment provisions
the balance sheet and of the significant degree of where balances are still pending to be adjusted against the content to be delivered by the
management judgment involved in evaluating the party.
adequacy of the allowance for content advances,
we identified this area as key audit matter.

Amortisation of Film and Content Rights

(Refer note 1 and para 'c' of the significant accounting policies)

The cost incurred on acquisition of film and content Our audit procedures to test amortisation/ impairment of film content included and were not
rights are amortised over the period. Group carries limited to following:
out stepped up amortisation of film content, with • Assessing the design, implementation and operating effectiveness of the Group's key
higher amortisation in year of film release and lower internal controls over the processes of maintenance and updation of master files containing
amortisation in later periods as per the policy data on the film rights carrying value and the related amortisation computations thereof.
disclosed in significant accounting policy.
• Testing, on sample basis, the mathematical accuracy of the acquisition cost of film and
Such amortisation policy has been derived basis content rights, associated amortisation charge and additions and disposals to third party
management's expectation of overall performance supporting documents.
of films based on historical trends. The Group
maintains detailed content wise information relating Discussing the expectations of the selected films and shows with key personnel, including
to historical trends and future benefits from content those outside of finance, to ensure its consistency of expected performance with key
through theatrical sales, sale of satellite or television assumptions.
and other forms of monetisation of the content. Determining the overall assumptions used by management for amortisation policy is
Determination of amortisation policy and appropriate based on the expected utilisation of benefits of the underlying content.
assessing impairment of content asset involves • Assessing management's historical forecasting accuracy by comparing past assumptions
significant judgement and estimates since it is to actual outcomes.
dependent on various internal and external factors.
• The carrying value of the content and film cost were tested for impairment based on the
Because of the significance of the amortisation of valuation model. We tested the historical data used for valuation, challenged the terminal
content and film rights to balance sheet together growth and discount rates used and considered the reasonableness of the sensitivity
with the level of judgement involved make its acc- assessment applied.
ounting treatment a significant matter for our audit.

EROS INTERNATIONAL MEDIA LIMITED 91

CONSOLIDATED FINANCIAL STATEMENTS

Key Audit Matters Response to Key Audit Matters

Trade Receivables
(Refer note 1 and para 'f' of the significant accounting policies)

The Group is required to regularly assess the Our audit procedures to assess the recoverability of trade receivables included and were not
recoverability of its trade receivables. Management limited to following:
assesses the level of allowance for expected credit • Tested the accuracy of aging of trade receivables at year end on a sample basis.
loss required at each reporting date after taking
into account the ageing analysis of trade • Assessed the recoverability of the unsettled receivables on a sample basis through our
receivables and other historical and current factors evaluation of management's assessment with reference to the credit profile of the
specific to individual accounts. customers, historical payment pattern of customers, publicly available information and
latest correspondence with customers related to the recoverability of outstanding amount
The recoverability of trade receivables was and to consider if any additional provision should be made.
significant to our audit because of the significance
of trade receivables to balance sheet and • Tested subsequent settlement of trade receivables after the balance sheet date on a sample
involvement of significant degree of management basis, if any.
judgement involved in evaluating the adequacy of • Examination of the approvals of write off where amounts are not recoverable.
the allowance for expected credit loss.
• Circulating and obtaining independent customers confirmation on the outstanding
balances on sample basis. Testing the reconciliation, if any between the balances
confirmed by customer and balance in the books on sample basis.
• In assessing the appropriateness of the overall provision for expected credit loss we
considered the management's application of policy for recognizing provisions which
included assessing whether the calculation was in accordance with IND AS 109 and
comparing the Group's provisioning rates against historical collection data.

Related party Transactions

(Refer Note 44)
The Company has undertaken transactions with its Our procedures/ testing included the following:
related parties in the ordinary course of business at • Obtained and read the Company's policies, processes and procedures in respect of
arm's length. These include transactions in the identifying related parties, obtaining approval, recording and disclosure of related party
nature of investments, loans, sales etc. as transactions.
disclosed in note 44 to the consolidated Ind AS
financial statements. • Read minutes of shareholder meetings, board meetings and minutes of meetings of those
charged with governance in connection with Company's assessment of related party
Considering the significance of transactions with transactions being in the ordinary course of business at arm's length;
related parties and regulatory compliances
thereon, related party transactions and its • Tested, related party transactions with the underlying contracts, confirmation letters and
disclosure as set out in respective notes to the other supporting documents;
financial statements has been identified as key • Agreed the related party information disclosed in the financial statements with the
audit matter. underlying supporting documents, on a sample basis.
• Also reviewed the assessment of the recoverability from the related parties based on
group's cash flow plan prepared by the Management.

Information Other than the Financial Statements and Auditor's preparation of these Consolidated Financial Statements that give a
Report thereon true and fair view of the consolidated financial position, consolidated
financial performance including consolidated other comprehensive
The Company's Board of Directors is responsible for the other
income, consolidated statement of changes in equity and
information. The other information comprises the information included
consolidated cash flows of the Group in accordance with the
in the Annual Report, but does not include the consolidated financial
accounting principles generally accepted in India, including the Indian
statements and our auditor's report thereon.
Accounting Standards ("Ind AS") specified under Section 133 of the Act,
Our opinion on the consolidated financial statements does not cover read with the Companies (Indian Accounting Standards) Rules, 2015,
the other information and we do not express any form of assurance as amended.
conclusion thereon.
The respective Board of Directors of the companies included in the
In connection with our audit of the financial statements, our Group are responsible for maintenance of adequate accounting
responsibility is to read the other information and, in doing so, consider records in accordance with the provisions of the Act for safeguarding
whether the other information is materially inconsistent with the the assets of the Group and for preventing and detecting frauds and
financial statements or our knowledge obtained in the audit or other irregularities; selection and application of the appropriate
otherwise appears to be materially misstated. If, based on the work we accounting policies; making judgements and estimates that are
have performed, we conclude that there is a material misstatement of reasonable and prudent; and design, implementation and
this other information; we are required to report that fact. We have maintenance of adequate internal financial controls, that were
nothing to report in this regard. operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and fair
Management Responsibility for the Consolidated Financial
presentation of the consolidated financial statements that give a true
Statements
and fair view and are free from material misstatement, whether due to
The Holding Company's Board of Directors is responsible for the fraud or error, which have been used for the purpose of preparation of
matters stated in Section 134(5) of the Act, with respect to the the consolidated financial statements by the directors of the holding
Company, as aforesaid.

92 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

In preparing the consolidated financial statements, the respective statements. We are responsible for the direction, supervision and
Board of Directors of the companies included in the Group are performance of the audit of the financial statements of such
responsible for assessing the ability of the Group to continue as a going entities included in the consolidated financial statements of which
concern, disclosing, as applicable, matters related to going concern are the independent auditors. For the other entities included in the
and using the going concern basis of accounting unless management consolidated financial statements, which have been audited by
either intends to liquidate the Group or to cease operations, or has no other auditors, such other auditors remain responsible for the
realistic alternative but to do so. direction, supervision and performance of the audits carried out
by them. We remain solely responsible for our audit opinion.
The respective Board of Directors of the companies included in the
Group are responsible for overseeing the financial reporting process of Materiality is the magnitude of misstatements in the Consolidated
the Group. Financial Statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably knowledgeable
Auditor's Responsibility
user of the Consolidated Financial Statements may be influenced. We
Our objectives are to obtain reasonable assurance about whether the consider quantitative materiality and qualitative factors in (i) planning
consolidated financial statements as a whole are free from material the scope of our audit work and in evaluating the results of our work;
misstatement, whether due to fraud or error, and to issue an auditor's and (ii) to evaluate the effect of any identified misstatements in the
report that includes our opinion. Reasonable assurance is a high level Consolidated Financial Statements.
of assurance, but is not a guarantee that an audit conducted in
We communicate with those charged with governance of the Holding
accordance with SAs will always detect a material misstatement when it
Company and such other entities included in the consolidated financial
exists. Misstatements can arise from fraud or error and are considered
statements of which we are the independent auditors regarding,
material if, individually or in the aggregate, they could reasonably be
among other matters, the planned scope and timing of the audit and
expected to influence the economic decisions of users taken on the
significant audit findings, including any significant deficiencies in
basis of these consolidated financial statements.
internal control that we identify during our audit.
As part of an audit in accordance with SAs, we exercise professional
We also provide those charged with governance with a statement that
judgment and maintain professional scepticism throughout the audit.
we have complied with relevant ethical requirements regarding
We also:
independence, and to communicate with them all relationships and
• Identify and assess the risks of material misstatement of the other matters that may reasonably be thought to bear on our
financial statements, whether due to fraud or error, design and independence, and where applicable, related safeguards.
perform audit procedures responsive to those risks, and obtain
From the matters communicated with those charged with governance,
audit evidence that is sufficient and appropriate to provide a basis
we determine those matters that were of most significance in the audit
for our opinion. The risk of not detecting a material misstatement
of the consolidated financial statements of the current period and are
resulting from fraud is higher than for one resulting from error, as
therefore the key audit matters. We describe these matters in our
fraud may involve collusion, forgery, intentional omissions,
auditor's report unless law or regulation precludes public disclosure
misrepresentations, or the override of internal control.
about the matter or when, in extremely rare circumstances, we
• Obtain an understanding of internal control relevant to the audit in determine that a matter should not be communicated in our report
order to design audit procedures that are appropriate in the because the adverse consequences of doing so would reasonably be
circumstances. Under Section 143(3) (i) of the Act, we are also expected to outweigh the public interest benefits of such
responsible for expressing our opinion on whether the Company communication.
has adequate internal financial controls system in place and the
Other Matters
operating effectiveness of such controls.
We did not audit the financial statements of the two subsidiaries, whose
• Evaluate the appropriateness of accounting policies used and
financials results/statements reflect total assets of ` 23,474 Lakhs as at
the reasonableness of accounting estimates and related
March 31, 2021 and total revenue of ` 182 Lakhs and ` 1,020 Lakhs and
disclosures made by management.
total net profit of ` 278.69 Lakhs and net loss of ` 132 Lakhs, and total
• Conclude on the appropriateness of management's use of the comprehensive income of ` 278.69 Lakhs and net loss of ` 132 Lakhs,
going concern basis of accounting and, based on the audit each for the quarter ended March 31, 2021 and for the year ended on
evidence obtained, whether a material uncertainty exists related that date respectively, and net cash inflows of ` 881 Lakhs for the year
to events or conditions that may cast significant doubt on the ended March 31, 2021, as considered in the Statement.
ability of the Group to continue as a going concern. If we conclude
These financial statements and other financial information have been
that a material uncertainty exists, we are required to draw
furnished to us by the Management and our report on the Statement, in
attention in our auditor's report to the related disclosures in the
so far as it relates to the amounts included in respect of these
consolidated financial statements or, if such disclosures are
subsidiaries, is based solely on the reports of the other auditor.
inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor's report. Our opinion on the consolidated financial statements, and our report on
However, future events or conditions may cause the Group to Other Legal and Regulatory Requirements below, is not modified in
cease to continue as a going concern. respect of the above matters with respect to our reliance on the work
done and the reports of the other auditors.
• Evaluate the overall presentation, structure and content of the
consolidated financial statements, including the disclosures, and Report on Other Legal and Regulatory Requirements
whether the consolidated financial statements represent the
As required by Section 143(3) of the Act, we report, to the extent
underlying transactions and events in a manner that achieves fair
applicable, that:
presentation.
a) We have sought and obtained all the information and
• Obtain sufficient appropriate audit evidence regarding the
explanations which to the best of our knowledge and belief were
financial information of the entities or business activities within the
necessary for the purposes of our audit of the aforesaid
Group to express an opinion on the consolidated financial
consolidated financial statements;

EROS INTERNATIONAL MEDIA LIMITED 93

CONSOLIDATED FINANCIAL STATEMENTS

b) In our opinion, proper books of account as required by law Director for the year ended March 31, 2021 is in excess by Rs. 400
relating to preparation of the aforesaid consolidated financial Lakhs vis-à-vis the limits specified in Section 197 of Companies
statements have been kept so far as it appears from our Act, 2013 ('the Act') read with Schedule V thereto as the Holding
examination of those books and the reports of the other auditors; Company does not have profits. The Holding Company has
represented to us that it is in the process of complying with the
c) The Consolidated Balance Sheet, the Consolidated Statement of
prescribed statutory requirements to regularize such excess
Profit and Loss, the Consolidated Statement of Changes in Equity
payments, including seeking approval of shareholders, as
and the Consolidated Cash Flow Statement dealt with by this
necessary.
Report are in agreement with the relevant books of account
maintained for the purpose of preparation of the consolidated h) With respect to the other matters to be included in the Auditor's
financial statements; Report in accordance with Rules 11 of the Companies (Audit and
Auditors) Rules, 2014, as amended , in our opinion and to the best
d) In our opinion, the aforesaid consolidated financial statements
of our information and according to the explanations given to us:
comply with the Ind AS specified under Section 133 of the Act
read with Companies (Indian Accounting Standards) Rules, 2015 i. The consolidated financial statements disclose the impact
as amended; of pending litigations on the consolidated financial position
of the Group - Refer Note 40 to the consolidated financial
e) The matter described under Material Uncertainty Related to
statements;
Going Concern paragraph above and under Qualified opinion
paragraph in Annexure A, in our opinion, may have an adverse ii. The Group did not have any material foreseeable losses on
effect on the functioning of the Company. long-term contracts including derivative contracts during
the year ended March 31, 2021, and
On the basis of the written representations received from the
directors of the Holding Company as on March 31, 2021 taken on iii. There has been no delay in transferring amounts, required
record by the Board of Directors of the Holding Company and the to be transferred, to the Investor Education and Protection
reports of the statutory auditors of its subsidiaries, none of the Fund by the Holding Company and its subsidiary
directors of the Group companies incorporated in India is companies incorporated in India.
disqualified as on March 31, 2021 from being appointed as a
director in terms of Section 164 (2) of the Act;
For Chaturvedi & Shah LLP
f) With respect to the adequacy of the internal financial controls over
Chartered Accountants
financial reporting of the Group and the operating effectiveness of
Firm Registration No. 101720W/W100355
such controls, refer to our separate Report in "Annexure A". Our
report expresses an qualified opinion on the adequacy and
operating effectiveness of the Group;
Amit Chaturvedi
g) With respect to the other matters to be included in the Auditor's Partner
Report in accordance with the requirements of Section 197(16) of Membership No. 103141
the Act, as amended,
UDIN:- 21103141AAAAOL8807
In our opinion and to the best of our information and according to Place- Mumbai
the explanations given to us, the remuneration paid by the Date: 28th June, 2021
Holding Company to its Executive Vice Chairman and Managing

94 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

ANNEXURE "A" TO INDEPENDENT AUDITORS' REPORT ON THE STANDALONE

FINANCIAL STATEMENTS OF EROS INTERNATIONAL MEDIA LIMITED

(Referred to in paragraph (g) under 'Report on Other Legal and reasonable assurance that transactions are recorded as necessary to
Regulatory Requirements' of our report of even date) permit preparation of consolidated financial statements in accordance with
generally accepted accounting principles, and that receipts and
Report on the Internal Financial Controls over Financial Reporting
expenditures of the Company are being made only in accordance with
under Clause (i) of sub-section 3 of Section 143 of the Companies
authorisations of management and directors of the Company; and (3)
Act, 2013 ("the Act")
provide reasonable assurance regarding prevention or timely detection of
We have audited the Internal Financial Control over financial reporting of unauthorised acquisition, use, or disposition of the company's assets that
Eros International Media Limited (hereinafter referred to as "the Holding could have a material effect on the consolidated financial statements.
Company") and its subsidiary companies incorporated in India as of March
Inherent Limitations of Internal Financial Controls over Financial
31, 2021 in conjunction with our audit of the consolidated financial
Reporting
statements of the Company for the year then ended.
Because of the inherent limitations of internal financial controls over financial
Management Responsibility for the Internal Financial Controls
reporting, including the possibility of collusion or improper management
The respective Board of Directors of the Holding Company and its override of controls, material misstatements due to error or fraud may occur
subsidiary companies incorporated in India, are responsible for establishing and not be detected. Also, projections of any evaluation of the internal
and maintaining internal financial controls based on the internal control over financial controls over financial reporting to future periods are subject to the
financial reporting criteria established by the Holding Company considering risk that the internal financial control over financial reporting may become
the essential components of internal control stated in the Guidance Note on inadequate because of changes in conditions, or that the degree of
Audit of Internal Financial Controls Over Financial Reporting (the "Guidance compliance with the policies or procedures may deteriorate.
Note") issued by the Institute of Chartered Accountants of India ("ICAI").
Qualified Opinion
These responsibilities include the design, implementation and maintenance
of adequate internal financial controls that were operating effectively for According to the information and explanations given to us and based on our
ensuring the orderly and efficient conduct of its business, including audit, we have identified material weakness as at March 31, 2021 with
adherence to the respective company's policies, the safeguarding of its regards advances given for content development which has remained under
assets, the prevention and detection of frauds and errors, the accuracy and production for a substantial period of time. The controls over assessing the
completeness of the accounting records, and the timely preparation of further development or alternative arrangements needs to be strengthen
reliable financial information, as required under the Act. failing which the advances may be potentially not recovered and written off in
future.
Auditor's Responsibility
A 'material weakness' is a deficiency, or a combination of deficiencies, in
Our responsibility is to express an opinion on the Holding Company and its
internal financial control over financial reporting, such that there is a
subsidiary companies incorporated in India, internal financial controls over
reasonable possibility that a material misstatement of the Group annual or
financial reporting based on our audit. We conducted our audit in
interim financial statements will not be prevented or detected on a timely
accordance with the Guidance Note issued by ICAI and the Standards on
basis.
Auditing, issued by ICAI and deemed to be prescribed under Section
143(10) of the Act, to the extent applicable to an audit of internal financial In our opinion, except for the possible effects of the material weakness
controls, both applicable to an audit of Internal Financial Controls and both described above on the achievement of the objective of the control criteria,
issued by the ICAI. Those Standards and the Guidance Note require that we the Group has, in all material respects, adequate internal financial controls
comply with ethical requirements and plan and perform the audit to obtain over financial reporting with reference to these Consolidated Financial
reasonable assurance about whether adequate internal financial controls Statements and such internal financial controls over financial reporting with
over financial reporting was established and maintained and if such controls reference to these Consolidated Financial Statements were operating
operated effectively in all material respects. effectively as at March 31, 2021, based on the internal control over financial
reporting criteria established by the Group considering the essential
Our audit involves performing procedures to obtain audit evidence about the
components of internal control stated in the Guidance Note issued by ICAI.
adequacy of the internal financial controls system over financial reporting
and their operating effectiveness. Our audit of internal financial controls over We have considered the material weakness identified and reported above in
financial reporting included obtaining an understanding of internal financial determining the nature, timing, and extent of audit tests applied in our audit
controls over financial reporting, assessing the risk that a material weakness of the March 31, 2021 Consolidated financial statements, and the material
exists, and testing and evaluating the design and operating effectiveness of weakness does not / do not affect our opinion on the Consolidated financial
internal control based on the assessed risk. The procedures selected statements.
depend on the auditor's judgment, including the assessment of the risks of
Other Matters
material misstatement of the consolidated financial statements, whether
due to fraud or error. Our aforesaid reports under Section 143(3) (i) of the Act on the adequacy
and operating effectiveness of the internal financial controls over financial
We believe that the audit evidence we have obtained and the audit evidence
reporting insofar as it relates to its two subsidiary companies, which are
obtained by the other auditors in terms of their reports referred to in the Other
companies incorporated in India, is based on the corresponding reports of
Matters paragraph below, is sufficient and appropriate to provide a basis for
the auditors of such companies incorporated in India.
our audit opinion on the internal financial controls system over financial
reporting. For Chaturvedi & Shah LLP
Chartered Accountants
Meaning of Internal Financial Controls over Financial Reporting
Firm Registration No. 101720W/W100355
A company's internal financial control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of consolidated financial statements Amit Chaturvedi
for external purposes in accordance with generally accepted accounting Partner
principles. A company's internal financial control over financial reporting Membership No. 103141
includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the UDIN:- 21103141AAAAOL8807
transactions and dispositions of the assets of the Company; (2) provide Place- Mumbai
Date: 28th June, 2021

EROS INTERNATIONAL MEDIA LIMITED 95

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheet

as at 31 March 2021

Amount ` in lakhs
Particulars Notes As at As at
31 March 2021 31 March 2020
Assets
Non-current assets
Property, plant & equipment 2 5,330 3,803
Intangible assets
a) Content advances 3 29,930 36,018
b) Film rights 3 37,532 51,041
c) Others intangible assets 3 928 1,127
d) Intangible assets under development 3 17,793 8,887
Financial assets
a) Loans 4 80,337 76,432
b) Restricted bank deposits 10 98 46
c) Other financial assets 5 373 373
Deferred tax assets 21 1,240 775
Other non-current assets 6 10,304 7,101
Total non-current assets 1,83,865 1,85,603
Current assets
Inventories 7 850 4
Financial assets
a) Trade and other receivables 8 47,870 55,224
b) Cash & cash equivalents 9 2,656 1,107
c) Restricted bank deposits 10 2,754 3,609
d) Loans and advances 11 2,902 3,589
e) Other financial assets 12 151 468
Other current assets 13 342 63
Total current assets 57,525 64,064
Total assets 2,41,390 2,49,667
Equity and Liabilities
Equity
Equity share capital 14 9,586 9,563
Other equity 15 94,409 1,15,051
Equity attributable to owners 1,03,995 1,24,614
Non-controlling Interests 16 1,368 1,428
Total equity 1,05,363 1,26,042
Liabilities
Non-current liabilities
Financial liabilities
a) Borrowings 17 3 67
b) Trade payables 18 17,999 118
c) Other financial liabilities 19 1,848 47
Employee benefit obligations 20 356 350
Other non-current liabilities 22 2,521 4,679
Total non-current liabilities 22,727 5,261
Current liabilities
Financial liabilities
a) Borrowings 23 45,988 46,177
b) Acceptances 24 1,400 1,400
c) Trade payables 25 21,763 35,363
d) Other financial liabilities 26 10,684 11,447
Employee benefit obligations 27 327 307
Other current liabilities 28 25,308 16,322
Current tax liabilities 29 7,830 7,348
Total current liabilities 1,13,300 1,18,364
Total liabilities 1,36,027 1,23,625
Total equity and liabilities 2,41,390 2,49,667
Significant Accounting Policies and Key Accounting Estimates and Judgements 1
Notes to the Financial Statements 2-54
As per our report of even date
For Chaturvedi & Shah LLP For and on behalf of Board of Directors
Chartered Accountants
Firm Registration No.: 101720W/W100355
Amit Chaturvedi Sunil Lulla Sunil Srivastav Pradeep Dwivedi
Partner Executive Vice Chairman Non Executive Independent Chief Executive Officer
Membership No: 103141 and Managing Director Director
(DIN: 00243191) (DIN: 00237561)
Farokh P Gandhi Vijay Thaker
Chief Financial Officer Vice President - Company Secretary
and Compliance Officer
Place: Mumbai Place: Mumbai
Date : 28 June 2021 Date : 28 June 2021

96 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Consolidated statement of profit and loss

for the year ended as at 31 March 2021

Amount ` in lakhs
Notes Year Ended Year Ended
31 March 2021 31 March 2020
Revenue
Revenue from operations 30 26,197 81,360
Other income 31 12,676 12,026
Total revenue 38,873 93,386

Expenses
Purchases/operating expenses 32 26,749 38,439
Changes in inventories 33 (846) 297
Employee benefits expense 34 4,992 3,787
Finance costs 35 10,587 7,056
Depreciation and amortisation expense 36 1,031 1,247
Other expenses 37 11,360 48,754
Total expenses 53,873 99,580

Profit/ (loss) before tax and exceptional items (15,000) (6,194)

Exceptional items Gain/ (loss) 38 (2,301) (1,55,352)

Profit/ (loss) before tax (17,301) (1,61,546)

Tax expense
Current tax 21 1,304 (2,897)
Deferred tax 21 (519) (18,528)
785 (21,425)

Profit/ (loss) for the year (18,086) (1,40,121)

Other Comprehensive Income

(i) Items that will not be reclassified to profit or loss
Remeasurement gain on definted benfit plan (12) 140
Income tax effect (1) (35)
(i) Items that will be reclassified to profit or loss
Exchange differences on translating foreign operations (2,812) 7,706
Total Other Comprehensive Income for the year (2,825) 7,811

Total Comprehensive Income for the year (20,911) (1,32,310)

Net Profit/ (loss) attibutable to :

a) Owners of the Company (18,026) (1,40,521)
b) Non Controlling Interest (60) 400

Other Comprehensive Income attibutable to :

a) Owners of the Company (2,825) 7,811
b) Non Controlling Interest - -

Total Comprehensive Income/ (loss) attibutable to :

a) Owners of the Company (20,851) (1,32,710)
b) Non Controlling Interest (60) 400

Earnings per share of face value of ` 10 each

1. Basic 39 (18.90) (147.06)
2. Diluted 39 (18.90) (147.06)
Significant Accounting Policies and Key Accounting Estimates and Judgements 1
Notes to the Financial Statements 2-54

As per our report of even date

For Chaturvedi & Shah LLP For and on behalf of Board of Directors
Chartered Accountants
Firm Registration No.: 101720W/W100355
Amit Chaturvedi Sunil Lulla Sunil Srivastav Pradeep Dwivedi
Partner Executive Vice Chairman Non Executive Independent Chief Executive Officer
Membership No: 103141 and Managing Director Director
(DIN: 00243191) (DIN: 00237561)
Farokh P Gandhi Vijay Thaker
Chief Financial Officer Vice President - Company Secretary
and Compliance Officer
Place: Mumbai Place: Mumbai
Date : 28 June 2021 Date : 28 June 2021

EROS INTERNATIONAL MEDIA LIMITED 97

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Cash Flow Statement

for the year ended 31 March 2021

Amount ` in lakhs
Year ended Year ended
31 March 2021 31 March 2020
Cash flow from operating activities
Loss before tax (17,301) (1,61,546)
Non-cash adjustments to reconcile Profit before tax to net cash
flows
Depreciation and Other Amortization 1,031 1,247
Amortization on film rights 16,920 24,152
Trade receivables written off 1,069 46,494
Sundry balances written back (1,786) (892)
Content advances written off 5,596 -
Advances and deposits written off 119 2
Provision for doubtful trade receivables 531 184
Provision for Content advances written back (3,284) (1,687)
Impact of expected credit loss (72) (2,527)
Provision for doubtful advances 83 -
Impairment of content advance (exceptional item) - 1,29,015
Impairment of film rights (exceptional item) 2,301 20,815
Impairment of other advances (exceptional item) - 762
Impairement of Content advance write off (exceptional item) - 3,025
Impairment of Goodwill (exceptional item) - 1,735
Finance costs 10,794 7,346
Finance income (6,256) (4,387)
Expense on employee stock option scheme 98 101
Unrealised foreign exchange gain 649 1,138
Operating profit before working capital changes 10,492 64,977
Movements in working capital:
Increase in trade payables 4,142 4,449
Increase / (Decrease) in other financial liabilities 2,473 (13)
Increase / (Decrease) in Employee benefit obligations 26 (150)
Increase / (Decrease) in Other liabilities 6,869 (12,562)
(Increase) / Decrease in inventories (846) 298
(Increase) / Decrease in trade receivables 8,952 (23,021)
(Increase) / Decrease in short-term loans 687 (1,762)
(Increase)/Decrease in other current assets (2,924) 184
(Increase) / Decrease in long-term loans 1,894 (25,347)
Decrease in other financial assets 317 1,697
Cash generated from operations 32,082 8,750
Taxes paid (net) (2,914) (3,667)
Net cash generated from operating activities (A) 29,168 5,083
Cash flow from investing activities
Purchase of tangible and other intangible assets (152) (78)
Purchase of intangible film rights and related content (17,674) (7,637)
Proceeds from fixed deposits with banks 803 16,315
Proceeds from sale of fixed assets - 1
Interest received 248 999
Net cash (used in) / from investing activities (B) (16,775) 9,600
Cash flows from financing activities
Proceeds from issue of equity shares 24 12
Repayment of long-term borrowings (2,319) (5,258)
Repayment from short-term borrowings-net (2,455) (3,459)
Finance costs (6,203) (6,705)
Net cash used in financing activities (C) (10,953) (15,410)
Net Increaese / (decrease) in cash and cash equivalents 1,440 (727)
(A + B + C)
Cash and cash equivalents at the beginning of the year 1,107 646
Effect of exchange rate on consolidation of foreign subsidiaries 109 1,188
Cash and cash equivalents at the end of the year 2,656 1,107

98 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Consolidated Cash Flow Statement

for the year ended 31 March 2021

Amount ` in lakhs
Year ended Year ended
31 March 2021 31 March 2020
Change in liability arising from financing activities:-
Non current Current Acceptances Total
borrowings borrowing
As on 1 April 2020 8,706 46,177 1,400 56,283
Cash Flows (2,319) (2,455) - (4,774)
Adjustments for processing fees, forex and FITL* 18 2,266 - 2,284
As on 31 March 2021 6,405 45,988 1,400 53,793

As on 1 April 2019 13,924 45,268 5,796 64,988

Cash Flows (5,258) 937 (4,396) (8,717)
Adjustments for processing fees 40 (28) - 12
As on 31 March 2020 8,706 46,177 1,400 56,283
* Morotorium interest converted in Funded Interest Term Loan
Notes 1 to 54 form an integral part of these consolidated
financial statements

As per our report of even date

For Chaturvedi & Shah LLP For and on behalf of Board of Directors
Chartered Accountants
Firm Registration No.: 101720W/W100355

Amit Chaturvedi Sunil Lulla Sunil Srivastav Pradeep Dwivedi

Partner Executive Vice Chairman Non Executive Independent Chief Executive Officer
Membership No: 103141 and Managing Director Director
(DIN: 00243191) (DIN: 00237561)

Farokh P Gandhi Vijay Thaker

Chief Financial Officer Vice President - Company Secretary
and Compliance Officer
Place: Mumbai Place: Mumbai
Date : 28 June 2021 Date : 28 June 2021

EROS INTERNATIONAL MEDIA LIMITED 99

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statement of Changes in Equity

for the year ended as at 31 March 2021

A. Equity share capital Number Amount in ` Lakhs

Balance as at 31 March 2019 9,55,08,140 9,551
Add: Issued on exercise of employee share options 1,20,883 12
Balance as at 31 March 2020 9,56,29,023 9,563
Add: Issued on exercise of employee share options 2,35,795 23
Balance as at 31 March 2021 9,58,64,818 9,586

B. Other Equity Amount in ` Lakhs

Particulars Securities General Share Retained Foreign Other Total Non- Total
Premium Reserves Options Earnings Currency comprehensive Other Controlling Equity
Reserve and Outstanding Translation income / (loss) Reserve Interest
Capital Reserve for the year
Reserve
Balance as at 31 March 41,547 564 1,344 1,94,341 9,748 116 2,47,660 1,028 2,48,688
2019
Profit for the year - - - (1,40,521) - (1,40,521) 400 (1,40,121)
Other comprehensive - - - - 7,762 49 7,811 - 7,811
income / (loss) for the year
Total Comprehensive - - - (1,40,521) 7,762 49 (1,32,710) 400 (1,32,310)
income/ (loss) for the year
Transfer from/to share option 230 - (230) - - - - - -
outstanding account
Employee stock option - - 101 - - - 101 - 101
compensation expense
Balance as at 31 March 41,777 564 1,215 53,820 17,510 165 1,15,051 1,428 1,16,479
2020
Profit for the year - - - (18,026) - (18,026) (60) (18,086)
Other comprehensive - - - - (2,756) 42 (2,714) - (2,714)
income / (loss) for the year
Total Comprehensive - - - (18,026) (2,756) 42 (20,740) (60) (20,800)
income/ (loss) for the year
Transfer from/to share option 451 - (451) - - - - - -
outstanding account
Employee stock option - - 98 - - - 98 - 98
compensation expense
Balance as at 31 March 42,228 564 862 35,794 14,754 207 94,409 1,368 95,777
2021

As per our report of even date

For Chaturvedi & Shah LLP For and on behalf of Board of Directors
Chartered Accountants
Firm Registration No.: 101720W/W100355

Amit Chaturvedi Sunil Lulla Sunil Srivastav Pradeep Dwivedi

Partner Executive Vice Chairman Non Executive Independent Chief Executive Officer
Membership No: 103141 and Managing Director Director
(DIN: 00243191) (DIN: 00237561)

Farokh P Gandhi Vijay Thaker

Chief Financial Officer Vice President - Company Secretary
and Compliance Officer
Place: Mumbai Place: Mumbai
Date : 28 June 2021 Date : 28 June 2021

100 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Summary of significant accounting policies

and explanatory notes to the consolidated financial statements

1. Corporate Information and Significant accounting affect the entity’s returns; the Company is exposed to or has
policies rights to a return which may vary depending on the entity’s
performance; and the Company has the ability to use its
Corporate Information powers to affect its own returns from its involvement with the
entity.
Eros International Media Limited (the ‘Company’ or ‘parent’)
was incorporated in India, under the Companies Act, 1956. Subsidiaries are consolidated by combining like items of
The Company and its subsidiaries including step down assets, liabilities, equity, income, expenses and cash flows
subsidiaries (hereinafter collectively referred to as the “Group”) of the parent with those of its subsidiaries. The intra-company
is a global player within the Indian media and entertainment balances and transactions including unrealized gain / loss from
industry and is primarily engaged in the business of film such transactions are eliminated upon consolidation. These
production, exploitation and distribution. It operates on a consolidated financial statements are prepared by applying
vertically integrated studio model controlling content as uniform accounting policies in use. Non-controlling interests
well as distribution and exploitation across multiple formats (“NCI”) which represent part of the net profit or loss and net
globally, including cinema, digital, home entertainment and assets of subsidiaries that are not, directly or indirectly, owned
television syndication. Its shares are listed on leading stock or controlled by the Group, are excluded.
exchanges in India (BSE Scrip Code: 533261; NSE Scrip Code:
EROSMEDIA). Changes in the Group’s equity interest in a subsidiary that
do not result in a loss of control are accounted for as equity
The Group is engaged in the business of sourcing Indian transactions.
film content either through acquisition, co-production or
production of such films, and subsequently exploiting and Business combinations are accounted for under the acquisition
distributing such films in India through music release, theatrical method. The acquisition method involves the recognition
distribution, DVD and VCD release, television licensing and new at fair value of all identifiable assets and liabilities, including
media distribution avenues such as cable or DTH licensing; contingent liabilities of the subsidiaries, at the acquisition
and trading and exporting overseas rights to its parent Eros date, regardless of whether or not they were recorded in the
Worldwide FZ LLC. financial statements of the subsidiary prior to acquisition. On
initial recognition, the assets and liabilities of the subsidiaries
Statement of compliance are included in the consolidated balance sheet at their fair
values, which are also used as the bases for subsequent
These consolidated financial statements have been prepared
measurement in accordance with the Group accounting
in accordance with the Indian Accounting Standards (referred
policies. Transaction costs that the Group incurs in connection
to as “Ind AS”) as prescribed under section 133 of the
with a business combination such as finder’s fees, legal fees,
Companies Act, 2013 read with Companies (Indian Accounting
due diligence fees, and other professional and consulting fees
Standards) Rules as amended from time to time.
are expensed as incurred. Goodwill is stated after separating
Basis of preparation out identifiable intangible assets. Goodwill represents the
excess of acquisition cost over the fair value of the Group’s
The consolidated financial statements have been prepared on share of the identifiable net assets of the acquired subsidiary
accrual basis of accounting using historical cost basis, except at the date of acquisition.
for the following:
Changes in controlling interest in a subsidiary that do not result
• Employee Stock Option Compensation measured at fair in gaining or losing control are not business combinations as
value (refer accounting policy on ESOP). defined by Ind AS 103 ‘Business Combinations’. The Group
adopts the “equity transaction method” which regards the
• Accounting of Business Combinations at fair value (refer transaction as a realignment of the interests of the different
accounting policy on Business Combinations). equity holders in the Group. Under the equity transaction
method an increase or decrease in the Group’s ownership
• Forward Contacts measured at fair value.
interest is accounted for as follows:
All assets and liabilities have been classified as current or
• the non-controlling component of equity is adjusted to
non-current as per the Group’s normal operating cycle and
reflect the non-controlling interest revised share of the net
other criteria set out in the Schedule III to the Act. The Group
carrying value of the subsidiaries net assets;
considers 12 months to be its normal operating cycle.
• the difference between the consideration received or paid
All values are rounded to the nearest rupees in Lacs, except
and the adjustment to non-controlling interests is debited
where otherwise indicated. Amount in zero (0) represents
or credited to equity;
amount below One (1) lakh.
• no adjustment is made to the carrying amount of
Principles of consolidation
goodwill or the subsidiaries’ net assets as reported in the
The Group consolidates results of the Company and entities consolidated financial statements; and
controlled by the Company i.e. its subsidiary undertakings.
• no gain or loss is reported in the Consolidated Statement
Control exists when the Company has existing rights that give
of profit and loss.
the Company the current ability to direct the activities which

EROS INTERNATIONAL MEDIA LIMITED 101

CONSOLIDATED FINANCIAL STATEMENTS

Associates exchange for those products or services. Revenue do not

include the taxes collected from the customer on behalf of
Associates are all entities over which the Group has significant taxing authorities. To ensure collectability of such consideration
influence but not control or joint control. Assessment of whether and financial stability of the counterparty, the Group performs
the Group has significant influence or not is made based on certain standard Know Your Client (KYC) procedures based on
Ind AS 28 – Associates and joint ventures, which requires their locations and evaluates trend of past collection.
duly considering potential voting rights if any. Investments in
associates are accounted for using the equity method, after Revenue is measured based on the transaction price, which is
initially recognised at cost. the consideration, adjusted for any discounts and incentives,
if any, as specified in the contract with the customer. . In
Joint arrangements case of variable consideration, , the Group estimates, at the
contract inception, the amount to be received using the “most
Investments in joint arrangements are classified as either joint
likely amount” approach, or the “expected value” approach,
operations or joint ventures. The classification depends on the
as appropriate. This amount is then included in the Group’s
contractual rights and obligations of each investor, rather than
estimate of the transaction price only if it is highly probable
the legal structure of the joint arrangement. The Group has
that a significant reversal of revenue will not occur once any
investments in joint ventures which are accounted using the
uncertainty associated with the variable consideration is
equity method based on requirements of Ind AS 111 – Joint
resolved. In making this assessment the Group consider its
arrangements, after initially being recognised at cost in the
historical performance on similar contracts.
consolidated balance sheet.
The Group recognises contract liabilities for consideration
Equity method
received in respect of unsatisfied performance obligations and
Under the equity method of accounting, the investments are reports these amounts as deferred revenue under other current
initially recognised at cost and adjusted thereafter to recognise liabilities in the Balance Sheet (see Note 28). Similarly, if the
the Group’s share of the post-acquisition profits or losses of Group satisfies a performance obligation before it receives the
the investee in profit and loss, and the Group’s share of other consideration, the Group recognises either a contract asset
comprehensive income of the investee in other comprehensive or a receivable in its balance sheet , depending on whether
income. something other than the passage of time is required before
the consideration is due.
Any excess/short of the amount of investments in associate
or joint venture over the Group’s portion of in net assets Consideration is generally due upon satisfaction of
of associate or joint venture, at the date of investments is performance obligations and a receivable is recognised when
considered as goodwill/ capital reserve. the it becomes unconditional. Generally, the credit period
varies between 0-180 days from the shipment or delivery of
Dividends received or receivable from associates and joint goods or services as the case may be.
ventures are recognised as a reduction in the carrying amount
of the investment. When the Group’s share of losses in an The transaction price, being the amount to which the Group
equity-accounted investment equals or exceeds its interest in expects to be entitled and has rights to under the contract
the entity, including any other unsecured long-term receivables, is allocated to the identified performance obligations. The
the Group does not recognise further losses, unless it has transaction price will also include an estimate of any variable
incurred obligations or made payments on behalf of the other consideration where the Group’s performance may result
entity. in additional revenues based on the achievement of agreed
targets.
Unrealised gains on transactions between the Group and its
associates and joint ventures are eliminated to the extent of The Group does not expect to have any contracts where the
the Group’s interest in these entities. Unrealised losses are period between the transfer of the promised goods or services
also eliminated unless the transaction provides evidence of an to the customer and payment by the customer exceeds one
impairment of the asset transferred. year. As a consequence, the Group does not adjust any of the
transaction prices for the time value of money.
Accounting policies of joint ventures and associates are similar
to the Group’s accounting policies, therefore, no adjustment is The Group disaggregates revenue from contracts with
required for the purposes of preparation of these consolidated customers by geography and nature of services.
financial statements. The financial statements of joint ventures
The following additional criteria apply in respect of various
and associates are prepared up to the same reporting date as
revenue streams within filmed entertainment:
that of the Group i.e. 31st March 2021. The carrying amount
of equity accounted investments are tested for impairment in Theatrical — Contracted minimum guarantees are recognized
accordance with the policy described in accounting policies on the theatrical release date. The Group’s share of box office
below. receipts in excess of the minimum guarantee is recognized at
the point they are notified to the Group.
Significant accounting policies
Television —. In arrangements for television syndication,
a. Revenue recognition
license fees received in advance which do not meet the
Revenue from contracts are recognized only when the contract revenue recognition criteria, including commencement of
has been approved by the parties to the contract and creates the availability for broadcast under the terms of the related
enforceable rights and obligations. licensing agreement, are included in contract liability until
the criteria for recognition is met. Revenues from television
Revenue is recognized upon transfer of control of promised licensing arrangements are recognized when the feature
products or services to customers in an amount that reflects film or television program is delivered and the period for the
the consideration which the Group expects to receive in exploitation of rights has begun.

102 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Other — DVD, CD and video distribution revenue is recognized more in year one which recognizes initial income flows and then
on the date the product is delivered or if licensed in line with the balance over a period of up to nine years, except where
the above criteria. Provision is made for physical returns where the asset is not yet available for exploitation. The average life
applicable. Digital and ancillary media revenues are recognized of the assets is the lesser of 10 years or the remaining life
at the earlier of when the content is accessed or declared. of the content rights. The amortization charge is recognized
Visual effects, production and other fees for services rendered in the statement of profit and loss within cost of sales. The
by the Group and overhead recharges are recognized in the determination of useful life is based upon Management’s
period in which they are earned and in certain cases, the stage judgment and includes assumptions on the timing and future
of production is used to determine the proportion recognized estimated revenues to be generated by these assets, which are
in the period. summarized in Note 3.

Other income Intangible assets comprising film scripts and related costs are
stated at cost less amortization less provision for impairment.
Dividend income is recognised when the Group’s right to The script costs are amortized over a period of 3 years on a
receive the payment is established, which is generally when straight-line basis and the amortization charge is recognized
shareholders approve the dividend. in the statement of profit and loss within cost of sales. The
determination of useful life is based upon Management’s
Interest income is recognized on a time proportion basis taking
estimate of the period over which the Group explores the
into account the amount outstanding and the effective interest
possibility of making films using the script.
rate applicable.
Other intangible assets, which comprise internally generated
b. Property, plant and equipment and depreciation
and acquired software used within the Entity’s digital, home
Property, Plant and Equipment is stated at cost, net of entertainment and internal accounting activities, are stated at
accumulated depreciation and accumulated impairment cost less amortization less provision for impairment. A charge
losses, if any. is made to write down the cost of software over the estimated
useful lives except where the software is not yet available for
The cost of Property, Plant and Equipment comprises of use. The average life of the software is the lesser of 3 years or
its purchase price or construction cost, any costs directly the remaining life of the software. The amortization charge is
attributable to bringing the asset into the location and recognized in the statement of profit and loss.
condition necessary for it to be capable of operating in the
manner intended by management, the initial estimate of any Goodwill represents excess of the consideration transferred in
decommissioning obligation, if any, and borrowing costs for a business combination over the fair value of the Group’s share
assets that necessarily take a substantial period of time to get of the identifiable net assets acquired. Goodwill is carried at
ready for their intended use. Subsequent costs are included in cost less accumulated impairment losses. Gain on bargain
the asset’s carrying amount or recognised as a separate asset, purchase is recognized immediately after acquisition in the
as appropriate, only when it is probable that future economic consolidated Statement of profit and loss.
benefits associated with the item will flow to the Group and the
d. Impairment of non-financial assets
cost of the item can be measured reliably.
At each reporting date, for the purposes of assessing
Capital Work-in-progress (CWIP) includes expenditure that is
impairment, assets are grouped at the lowest levels for which
directly attributable to the acquisition/construction of assets,
there are separately identifiable cash flows (cash generating
which are yet to be commissioned.
units). As a result, some assets are tested individually for
Depreciation is provided under written down value method at impairment and some are tested at the cash generating unit
the rates and in the manner prescribed under Schedule II to level. All individual assets or cash generating units are tested
the Companies Act, 2013.The residual values, useful lives and for impairment whenever events or changes in circumstances
methods of depreciation of property, plant and equipment are both internal and external indicate that the carrying amount
reviewed at each financial year end and adjusted prospectively, may not be recoverable.
if appropriate. Gains or losses arising from de-recognition of a
An impairment loss is recognised wherever the carrying
property, plant and equipment are measured as the difference
amount of an asset exceeds its recoverable amount which
between the net disposal proceeds and the carrying amount
represents the greater of the net selling price of assets and
of the asset and are recognized in the Statement of Profit and
their ‘value in use’.
Loss when the asset is de-recognized.
In assessing value in use, the estimated future cash flows are
c. Intangible assets
discounted to their present value using a pre-tax discount rate
Intangible assets acquired by the Group are stated at cost that reflects current market assessments of the time value of
less accumulated amortization less impairment loss, if any, money and the risks specific to the asset. In determining fair
(film production cost and content advances are transferred value less costs of disposal, recent market transactions are
to film and content rights at the point at which content is first taken into account. If no such transactions can be identified,
exploited). an appropriate valuation model is used. These calculations
are corroborated by valuation multiples, quoted share prices
Investments in films and associated rights, including acquired for publicly traded companies or other available fair value
rights and distribution advances in respect of completed indicators.
films, are stated at cost less amortization less provision for
impairment. Costs include production costs, overhead and Film and content rights are stated at the lower of unamortized
capitalized interest costs net of any amounts received from cost and estimated recoverable amounts. In accordance
third party investors. A charge is made to write down the cost with Ind AS 36 Impairment of Assets, film content costs are
of completed rights over the estimated useful lives, writing off assessed for indication of impairment on a library basis as the

EROS INTERNATIONAL MEDIA LIMITED 103

CONSOLIDATED FINANCIAL STATEMENTS

nature of the Group’s business, the contracts it has in place which results from default events that are possible within 12
and the markets it operates in do not yet make an ongoing months after the reporting date.
individual film evaluation feasible with reasonable certainty.
Impairment losses on content advances are recognized ECL is the difference between all contractual cash flows that
when film production does not seem viable and refund of the are due to the Group in accordance with the contract and all
advance is not probable. Irrespective of existence of indicators the cash flows that the entity expects to receive (i.e., all cash
of impairment, group makes provision on Content Advances in shortfalls), discounted at the original EIR. When estimating the
accordance with the provisioning policy, such that, unadjusted cash flows, an entity is required to consider all contractual terms
advances are provided over a period of 3 to 5 years. of the financial instrument (including prepayment, extension,
call and similar options) over the expected life of the financial
All assets are subsequently reassessed for indications that an instrument. However, in rare cases when the expected life of
impairment loss previously recognized may no longer exist. the financial instrument cannot be estimated reliably, then the
entity is required to use the remaining contractual term of the
e. Borrowing costs financial instrument.
The Group is capitalising borrowing costs that are directly ECL impairment loss allowance (or reversal) recognized during
attributable to the acquisition or construction of qualifying the period is recognized as income/ expense in the statement
assets. Qualifying assets are assets that necessarily take a of profit and loss (P&L). This amount is reflected under the
substantial period of time to get ready for their intended use head ‘Other income or other expenses’ in the P&L.
or sale.
For assessing increase in credit risk and impairment loss, the
Borrowings are recognised initially at fair value, net of Group combines financial instruments on the basis of shared
transaction costs incurred. Borrowings are subsequently credit risk characteristics with the objective of facilitating an
stated at amortized cost with any difference between the analysis that is designed to enable significant increases in
proceeds (net of transaction costs) and the redemption value credit risk to be identified on a timely basis.
recognised in the income statement within Finance costs
over the period of the borrowings using the effective interest g. Inventories
method. Finance costs in respect of film productions and other
assets which take a substantial period of time to get ready for Inventories primarily comprise of music CDs and DVDs, and
use or for exploitation are capitalized as part of the assets. All are valued at the lower of cost and net realizable value. Cost in
other borrowing costs are recognized as expense in the period respect of goods for resale is defined as all costs of purchase,
in which they are incurred and charged to the Statement of costs of conversion and other costs incurred in bringing the
Profit and Loss. inventories to their present location and condition. Cost in
respect of raw materials is purchase price.
Borrowings are classified as current liabilities unless the Group
has an unconditional right to defer settlement of the liability for Purchase price is assigned using a weighted average basis.
at least 12 months after the balance sheet date. Net realisable value is the estimated selling price in the ordinary
course of business less the estimated costs of completion and
f. Impairment of financial assets the estimated costs necessary to make the sale.

In accordance with Ind AS 109, the Group apply expected h. Provisions, Contingent Liabilities and Contingent Assets
credit loss (ECL) model for measurement and recognition of
impairment loss on risk exposure arising from financial assets Provisions are recognized when the Group has a present
like debt instruments measured at amortised cost e.g., trade legal or constructive obligation as a result of a past event,
receivables and deposits. it is more likely than not that an outflow of resources will be
required to settle the obligations and can be reliably measured.
The Group follow ‘simplified approach’ for recognition of Provisions are measured at Management’s best estimate of
impairment loss allowance on Trade receivables or contract the expenditure required to settle the obligations at the balance
revenue receivables. The application of simplified approach sheet date. If the effect of the time value of money is material,
does not require the Group to track changes in credit risk. provisions are discounted using a current pre-tax rate that
Rather, it recognises impairment loss allowance based on reflects, when appropriate, the risks specific to the liability.
lifetime ECLs at each reporting date, right from its initial When discounting is used, the increase in the provision due to
recognition. the passage of time is recognised as a finance cost.

For recognition of impairment loss on other financial assets Contingent liabilities are not recognized in the financial
and risk exposure, the Group determines that whether there statements but are disclosed by way of notes to accounts
has been a significant increase in the credit risk since initial unless the possibility of an outflow of economic resources is
recognition. If credit risk has not increased significantly, considered remote.
12-month ECL is used to provide for impairment loss. However,
if credit risk has increased significantly, lifetime ECL is used. Contingent assets are not recognized in financial statements.
If, in a subsequent period, credit quality of the instrument However, the same is disclosed, where an inflow of economic
improves such that there is no longer a significant increase benefit is virtual.
in credit risk since initial recognition, then the entity reverts to
i. Employee benefits
recognising impairment loss allowance based on 12-month
ECL. Short term employee benefits obligations
Lifetime ECL are the expected credit losses resulting from all Short-term employee benefits are recognized as an expense in
possible default events over the expected life of a financial the Statement of Profit and Loss for the year in which related
instrument. The 12-month ECL is a portion of the lifetime ECL services are rendered.

104 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Post-employment benefits and other long term employee utilizing the modified retrospective approach, and therefore,
benefits results for reporting periods beginning after April 1, 2019 are
presented under the new lease standard, while prior periods
Defined contribution plan have not been adjusted.
Provident fund & National Pension scheme: The Group’s The Group as a lessee:
contributions paid or payable during the year to the provident
fund, employee’s state insurance corporation and National The Group assesses, whether the contract is, or contains, a
pension scheme are recognized in the Statement of Profit and lease at the inception of the contract or upon the modification
Loss. This fund is administered by the respective Government of a contract. A contract is, or contains, a lease if the contract
authorities, and the Group has no further obligation beyond conveys the right to control the use of an identified asset for a
making its contribution, which is expensed in the year to which period of time in exchange for consideration.
it pertains.
The Group at the commencement of the lease contract
Defined benefit plan recognizes a Right-of-Use (RoU) asset at cost and
corresponding lease liability, except for leases with a term of
Gratuity: The Group’s liability towards gratuity is determined twelve months or less (short-term leases) and leases for which
using the projected unit credit method which considers each the underlying asset is of low value (low-value leases). For
period of service as giving rise to an additional unit of benefit these short-term and low-value leases, the Group recognizes
entitlement and measures each unit separately to build up the the lease payments as an operating expense on a straight-line
final obligation. The cost for past services is recognized on a basis over the term of the lease.
straight-line basis over the average period until the amended
benefits become vested. Re-measurement gains and losses The cost of the right-of-use assets comprises the amount of
are recognized immediately in the Other Comprehensive the initial measurement of the lease liability, adjusted for any
Income as income or expense and are not reclassified to profit lease payments made at or prior to the commencement date
or loss in subsequent periods. Obligation is measured at the of the lease, any initial direct costs incurred by the Group, any
present value of estimated future cash flows using a discounted lease incentives received and expected costs for obligations
rate that is determined by reference to market yields at the to dismantle and remove right-of-use assets when they are no
Balance Sheet date on Government bonds where the currency longer used.
and terms of the Government bonds are consistent with the
currency and estimated terms of the defined benefit obligation. Subsequently, the right-of-use assets is measured at cost less
any accumulated depreciation and accumulated impairment
Compensated absences: Accumulated compensated losses, if any. The right-of-use assets are depreciated on a
absences are expected to be availed or encashed within 12 straight-line basis from the commencement date of the lease
months from the end of the year and are treated as short- over the shorter of the end of the lease term or useful life of the
term employee benefits. The obligation towards the same is right-of-use asset.
measured at the expected cost of accumulating compensated
absences as the additional amount expected to be paid as a Right-of-use assets are assessed for impairment whenever
result of the unused entitlement as at the year end. there is an indication that the balance sheet carrying amount
may not be recoverable using cash flow projections for the
Employee stock option plan useful life.

In accordance with Ind AS 102 Share Based Payments, the fair For lease liabilities at commencement date, the Group
value of shares or options granted is recognized as personnel measures the lease liability at the present value of the future
costs with a corresponding increase in equity. The fair value lease payments as from the commencement date of the lease
is measured at the grant date and spread over the period to end of the lease term. The lease payments are discounted
during which the recipient becomes unconditionally entitled to using the interest rate implicit in the lease or, if not readily
payment unless forfeited or surrendered. determinable, the Group ‘s incremental borrowing rate for the
asset subject to the lease in the respective markets.
The fair value of share options granted is measured using the
Black Scholes model, each taking into account the terms and Subsequently, the Group measures the lease liability by
conditions upon which the grants are made. At each Balance adjusting carrying amount to reflect interest on the lease
Sheet date, the Group revises its estimate of the number liability and lease payments made.
of equity instruments expected to vest as a result of non-
market based vesting conditions. The amount recognized as The Group remeasures the lease liability (and makes a
an expense is adjusted to reflect the revised estimate of the corresponding adjustment to the related right-of-use asset)
number of equity instruments that are expected to become whenever there is a change to the lease terms or expected
exercisable, with a corresponding adjustment to equity. payments under the lease, or a modification that is not
The Group’s share option plan does not feature any cash accounted for as a separate lease
settlement option.
The portion of the lease payments attributable to the repayment
Upon exercise of share options, the proceeds received net of of lease liabilities is recognized in cash flows used in financing
any directly attributable transaction costs up to the nominal activities. Also, the portion attributable to the payment of
value of the shares are allocated to equity share capital with interest is included in cash flows from financing activities.
any excess being recorded as securities premium. Further, Short-term lease payments, payments for leases for
which the underlying asset is of low-value and variable lease
j. Leases payments not included in the measurement of the lease liability
is also included in cash flows from operating activities.
The Group adopted Ind AS 116 ‘Leases’ on April 1, 2019,

EROS INTERNATIONAL MEDIA LIMITED 105

CONSOLIDATED FINANCIAL STATEMENTS

The Group as a lessor: and loss) are added to or deducted from the fair value of
the financial assets or financial liabilities, as appropriate, on
In arrangements where the Group is the lessor, it determines initial recognition. Transaction costs directly attributable to the
at lease inception whether the lease is a finance lease or an acquisition of financial assets or financial liabilities at fair value
operating lease. Leases that transfer substantially all of the risk through profit and loss are recognized immediately in profit or
and rewards incidental to ownership of the underlying asset loss. Financial assets and financial liabilities are offset against
to the counterparty (the lessee) are accounted for as finance each other and the net amount reported in the balance sheet if,
leases. Leases that do not transfer substantially all of the risks and only if, there is a currently enforceable legal right to offset
and rewards of ownership are accounted for as operating the recognized amounts and there is an intention to settle on
leases. Lease payments received under operating leases are a net basis, or to realize the assets and settle the liabilities
recognized as income in the statement of profit and loss on a simultaneously.
straight-line basis over the lease term or another systematic
basis. The Group apply another systematic basis if that basis Financial Assets
is more representative of the pattern in which benefit from the
use of the underlying asset is diminished. Financial assets are divided into the following categories:

k. Foreign currency transactions • financial assets carried at amortised cost

Transactions in foreign currencies are translated at the rates of • financial assets at fair value through other comprehensive
exchange prevailing on the dates of the transactions. Monetary income
assets and liabilities in foreign currencies are translated at the
• financial assets at fair value through profit and loss;
prevailing rates of exchange at the consolidated balance sheet
date. Non-monetary items that are measured at historical cost Financial assets are assigned to the different categories by
in a foreign currency are translated at the exchange rate at the Management on initial recognition, depending on the nature
date of the transaction. Non-monetary items that are measured and purpose of the financial assets. The designation of financial
at fair value in a foreign currency are translated using the assets is re-evaluated at every reporting date at which a choice
exchange rates at the date when the fair value was determined. of classification or accounting treatment is available. Financial
Assets like Investments in Subsidiaries are measured at Cost
Any exchange differences arising on the settlement of monetary
as allowed by Ind-AS 27 – Separate Financial Statements and
items or on translating monetary items at rates different from
hence are not fair valued.
those at which they were initially recorded are recognized in
the consolidated Statement of profit and loss in the period in Financial assets carried at amortised cost
which they arise. Non-monetary items carried at fair value that
are denominated in foreign currencies are translated at rates The Financial asset is measures at amortised cost if both the
prevailing at the date when the fair value was determined. Non- following conditions are met:
monetary items that are measured in terms of historical cost in
a foreign currency are not retranslated. 1. The asset is held within a business model whose objective
is to hold the assets for collecting contractual cash flows;
The assets and liabilities in the financial statements of foreign and
subsidiaries are translated at the prevailing rate of exchange at
the consolidated balance sheet date. Income and expenses are 2. Contractual terms of the financial asset give rise on
translated at the annual average exchange rate. The exchange specified dates to cash flows that are solely payments of
differences arising from the retranslation of the foreign principal and interest on the principal amount outstanding
operations are recognized in other comprehensive income and
After initial measurement, such financial assets are
taken to the “currency translation reserve” in equity.
subsequently measured at amortised cost using the effective
On disposal of a foreign operation the cumulative translation interest rate (the “EIR”) method. The effective interest rate is
differences (including, if applicable, gains and losses on the rate that exactly discounts future cash receipts or payments
related hedges) are transferred to the Consolidated Statement through the expected life of the financial instrument, or where
of profit and loss as part of the gain or loss on disposal. appropriate, a shorter period

Items included in the Consolidated financial statements of Amortised cost is calculated by taking into account any
each of the Group’s entities are measured using the currency discount or premium on acquisition and fees or costs that are
of the primary economic environment in which the entity an integral part of the EIR. The EIR amortisation is included in
operates (‘the functional currency’). The Consolidated financial finance income/other income in the Statement of Profit & Loss.
statements are presented in Indian Rupee (INR) which is
In accordance with Ind AS 109: Financial Instruments, the Group
Group’s functional and presentation currency.
recognizes impairment loss allowance on trade receivables
l. Financial instrument and content advances based on historically observed default
rates. Impairment loss allowance recognized during the year is
Non-derivative financial instruments charged to Statement of Profit and Loss.

Financial assets and financial liabilities are recognized when Financial assets at fair value through other
the Group becomes party to the contractual provisions of the comprehensive income
instrument.
Financial assets at fair value through other comprehensive
Financial assets and liabilities are initially measured at fair income are non-derivative financial assets held within a
value. Transaction costs that are directly attributable to the business model whose objective is achieved by both collecting
acquisition or issue of financial assets or liabilities (other contractual cash flows and selling financial assets and the
than financial assets and liabilities at fair value through profit contractual terms of the financial asset give rise on specified

106 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

dates to cash flows that are solely payments of principal and financial liabilities are recognized in profit or loss. Such gains
interest on the principal amount outstanding. or losses incorporate any interest paid and are included in the
“other gains and losses” line item.
Financial assets at fair value through profit or loss
Financial liabilities at amortised cost
A financial asset which is not classified in any of the above
categories are subsequently fair valued through profit or After initial recognition, other financial liabilities (including
loss. It includes non-derivative financial assets that are either borrowing and trade and other payables) are subsequently
designated as such or do not qualify for inclusion in any of the measured at amortized cost using the effective interest method.
other categories of financial assets. Gains and losses arising
from investments classified under this category is recognized The effective interest method is a method of calculating the
in the statement of profit and loss when they are sold or when amortized cost of a financial liability and of allocating interest
the investment is impaired. expense over the relevant period. The effective interest rate is
the rate that exactly discounts estimated future cash payments
In the case of impairment, any loss previously recognized in (including all fees and points paid or received that form an
other comprehensive income is transferred to the statement of integral part of the effective interest rate, transaction costs and
profit and loss. Impairment losses recognized in the statement other premiums or discounts) through the expected life of the
of profit and loss on equity instruments are not reversed financial liability, or (where appropriate) a shorter period, to the
through the statement of profit and loss. Impairment losses net carrying amount on initial recognition.
recognized previously on debt securities are reversed through
the statement of profit and loss when the increase can be A financial liability is derecognized only when the obligation
related objectively to an event occurring after the impairment is extinguished, that is, when the obligation is discharged or
loss was recognized in the statement of profit and loss. cancelled or expires. Changes in liabilities fair value that are
reported in profit or loss are included in the statement of profit
When the Group considers that fair value of financial assets can and loss within finance costs or finance income.
be reliably measured, the fair values of financial instruments
that are not traded in an active market are determined by using Financial assets and financial liabilities are offset and the net
valuation techniques. The Group applies its judgment to select amount is reported in the balance sheet when, and only when,
a variety of methods and make assumptions that are mainly there is a legally enforceable right to offset the recognized
based on market conditions existing at each balance sheet amount and there is intention either to settle on net basis or
date. Equity instruments measured at fair value through profit to realize the assets and to settle the liabilities simultaneously.
or loss that do not have a quoted price in an active market and
Equity Instrument
whose fair value cannot be reliably measured are measured at
cost less impairment at the end of each reporting period. All equity investments in scope of Ind AS 109 are measured
at fair value. Equity instruments which are held for trading
An assessment for impairment is undertaken at least at each
are classified as at fair value through profit and loss with all
balance sheet date.
changes recognised in the Statement of Profit and Loss .For all
A financial asset is derecognized only where the contractual other equity instruments, the Group may make an irrevocable
rights to the cash flows from the asset expire or the financial election to present in other comprehensive income, the
asset is transferred and that transfer qualifies for derecognition. subsequent changes in the fair value. The Group make such
A financial asset is transferred if the contractual rights to election on an instrument-by-instrument basis. If the Group
receive the cash flows of the asset have been transferred or decide to classify an equity instrument as at fair value through
the Group retains the contractual rights to receive the cash other comprehensive income, then all fair value changes on
flows of the asset but assumes a contractual obligation to pay the instrument, excluding dividends and impairment loss,
the cash flows to one or more recipients. A financial asset that are recognised in other comprehensive income. There is
is transferred qualifies for derecognition if the Group transfers no recycling of the amounts from the other comprehensive
substantially all the risks and rewards of ownership of the income to the Statement of Profit and Loss, even on sale of the
asset, or if the Group neither retains nor transfers substantially investment. However, the Group may transfer the cumulative
all the risks and rewards of ownership but does transfer control gain or loss within categories of equity.
of that asset.
m. Taxes
Financial liabilities
Taxation on profit and loss comprises current tax and deferred
All financial liabilities are recognised initially at its fair value, tax. Tax is recognized in the statement of profit and loss except
adjusted by directly attributable transaction costs. to the extent that it relates to items recognized directly in equity
or other comprehensive income in which case tax impact is
Financial liabilities at fair value through profit or loss also recognized in equity or other comprehensive income.

Financial liabilities are classified as at fair value through profit Current tax is provided at amounts expected to be paid (or
or loss when the financial liability is held for trading such as recovered) using the tax rates and laws that have been enacted
a derivative, except for a designated and effective hedging or substantively enacted at the balance sheet date along with
instrument, or if upon initial recognition it is thus designated to any adjustment relating to tax payable in previous years.
eliminate or significantly reduce measurement or recognition
inconsistency or it forms part of a contract containing one or Deferred income tax is provided in full, using the liability
more embedded derivatives and the contract is designated as method, on temporary differences arising between the tax
fair value through profit or loss. bases of assets and liabilities and their carrying amounts in
the financial statements. Deferred income tax is provided at
Financial liabilities at fair value through profit or loss are stated amounts expected to be paid (or recovered) using the tax rates
at fair value. Any gains or losses arising of held for trading and laws that have been enacted or substantively enacted at

EROS INTERNATIONAL MEDIA LIMITED 107

CONSOLIDATED FINANCIAL STATEMENTS

the balance sheet date and are expected to apply when the of films are earned over various formats; all such formats are
related deferred income tax asset is realized or the deferred functional activities of filmed entertainment and these activities
income tax liability is settled. take place on an integrated basis. The management team
reviews the financial information on an integrated basis for
Deferred tax is not recognized for all taxable temporary the Group as a whole., The management team also monitors
differences between the carrying amount and tax bases of performance separately for individual films or for at least 12
investments in subsidiaries, branches and associates and months after the theatrical release.
interest in joint arrangements where it is probable that the
differences will not reverse in the foreseeable future. The Group has identified three geographic markets: India, UAE
and Rest of the world.
Deferred tax assets and deferred tax liabilities are offset when
there is a legally enforceable right to set off assets against q. Statement of cash flows
liabilities representing current tax and where the deferred tax
assets and the deferred tax liabilities relate to taxes on income Cash flows are reported using the indirect method, whereby
levied by the same governing taxation laws. profit before tax is adjusted for the effects of transactions of
a non-cash nature, any deferrals or accruals of past or future
Minimum alternate tax (MAT) paid in a year is charged to operating cash receipts or payments and item of income or
the Statement of Profit and Loss as current tax. MAT credit expenses associated with investing or financing cash flows.
entitlement is recognised as a deferred tax asset only when The cash flows from operating, investing and financing
and to the extent there is convincing evidence that the Group activities of the Group are segregated.
will pay normal income tax during the specified period, which
is the period for which MAT credit is allowed to be carried In line with the amendments to Ind AS 7 Statement of Cash
forward. Such asset is reviewed at each Balance Sheet date flows (effective from April 1, 2017), the Group has provided
and the carrying amount of the MAT credit asset is written disclosures that enable users of the consolidated financial
down to the extent there is no longer a convincing evidence to statements to evaluate changes in liabilities arising from
the effect that the Group will pay normal income tax during the financing activities, including both changes arising from cash
specified period. flows and non-cash changes. The adoption of amendment
did not have any material impact on the consolidated financial
The carrying amount of deferred tax assets is reviewed at each statements.
reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to utilize r. Dividends
all or part of the deferred tax asset. Unrecognized deferred
The Group recognise a liability for dividends to equity holders
tax assets are re-assessed at each reporting date and are
of the Group when the dividend is authorized and the dividend
recognized to the extent that it has become probable that future
is no longer at the discretion of the Group. As per the corporate
taxable profits will available to utilize the deferred tax asset.
laws in India, a dividend is authorised when it is approved
n. Earnings per share (EPS) by the shareholders. A corresponding amount is recognised
directly in equity.
Basic EPS is computed by dividing net profit after taxes for the
year by weighted average number of equity shares outstanding s. Event occurring after the reporting date
during the financial year, adjusted for bonus share elements in
Adjusting events (that provides evidence of condition that
equity shares issued during the year and excluding treasury
existed at the consolidated balance sheet date) occurring
shares, if any.
after the consolidated balance sheet date are recognized in
Diluted earnings per share adjusts the figures used in the the consolidated financial statements. Material non adjusting
determination of basic earnings per share to take into account events (that are inductive of conditions that arose subsequent
the after income tax effect of interest and other financing to the consolidated balance sheet date) occurring after the
costs associated with dilutive potential equity shares and the consolidated balance sheet date that represents material
weighted average number of additional equity shares that change and commitment affecting the financial position are
would have been outstanding assuming the conversion of all disclosed in the Directors’ Report.
dilutive potential equity shares.
t. Standards Issued but not yet Effective
o. Cash and cash equivalents
At the date of approval of these financial statements, the Group
Cash and cash equivalents include cash in hand, deposits held have not applied the amendments to IndAS made by Ministry
at call with banks, other short term highly liquid investments of Corporate Affairs vide Notification dated 18 June, 2021 that
which are readily convertible into known amounts of cash have been issued but are not yet effective.
and are subject to insignificant risk of changes in value. Bank
Major amendments applicable to company notified in the
overdrafts are shown within borrowings in current liabilities on
notification are provided below:
the balance sheet.
i. Ind AS 116 - Leases – The amendment extends the
Deposits held with banks as security for overdraft facilities are
benefits of the COVID 19 related rent concession that
included in restricted deposits held with bank.
were introduced in the previous year (which allowed
p. Segment reporting lessees to recognize COVID 19 related rent concessions
as income rather than as lease modification) from 30
Ind-AS 108 Operating Segments (“Ind-AS 108”) requires June, 2021 to 30 June, 2022.
operating segments to be identified on the same basis as is
used internally for the review of performance and allocation of ii. Ind AS 109 - Financial Instruments – The amendment
resources by the Chief Operating Decision Maker. The revenues provides a practical expedient for assessment of

108 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

contractual cash flow test, which is one of the criteria for xiii. Ind AS 37 - Provisions, Contingent Liabilities and
being eligible to measure a financial asset at amortized Contingent Assets – The amendment substitutes
cost, for the changes in the financial assets that may the definition of the term ‘Liability’ as provided in the
arise as a result of Interest Rate Benchmark Reform. Conceptual Framework for Financial Reporting under
An additional temporary exception from applying hedge Indian Accounting Standards.
accounting is also added for Interest Rate Benchmark
Reform. xiv. Ind AS 38 - Intangible Assets – The amendment
substitutes the definition of the term ‘Asset’ as provided in
iii. Ind AS 101 - Presentation of Financial Statements – the Conceptual Framework for Financial Reporting under
The amendment substitutes the item (d) mentioned in Indian Accounting Standards.
paragraph B1 as ‘Classification and measurement of
financial instruments. The term ‘financial asset’ has been The Group is evaluating the impact of these amendments.
replaced with ‘financial instruments.
Significant accounting judgements, estimates and
iv. Ind AS 102 - Share-Based Payment – The amendments assumptions
to this standard are made in reference to the Conceptual
The preparation of the financial statements requires management to
Framework of Financial Reporting under Ind AS in terms
make judgements, estimates and assumptions, as described below,
of defining the term ‘Equity Instrument’ which shall be
that affect the reported amounts and the disclosures. The Group
applicable for the annual reporting periods beginning on
based its assumptions and estimates on parameters available
or after 1 April, 2021.
when the financial statements were prepared and reviewed at
v. Ind AS 103 - Business Combinations – The amendment each balance sheet date. Uncertainty about these assumptions
substitutes the definition of ‘assets’ and ‘liabilities’ in and estimates could result in outcomes that may require a material
accordance with the definition given in the framework for adjustment to the reported amounts and disclosures.
the Preparation and Presentation of Financial Statements
a. Estimation of uncertainties relating to global health
in accordance with Ind AS for qualifying the recognition
pandemic from COVID-19:
criteria as per acquisition method.
The World Health Organization announced a global health
vi. Ind AS 105 - Non-current assets held for sale and
emergency because of a new strain of coronavirus (“COVID-19”)
discontinued operations – The amendment substitutes
and classified its outbreak as a pandemic on 11 March
the definition of – “fair value less costs to sell” with “fair
2020. On 24 March 2020, the Indian government announced
value less costs of disposal”.
lockdown across the country to contain the spread of the
vii. Ind AS 107 - Financial Instruments: Recognition, virus. Further, lockdown like conditions have been imposed by
Presentation and Disclosure – The amendment clarifies government to curtail the second wave in 5 April 2021. This
the certain additional disclosures to be made on account pandemic and response thereon have impacted most of the
of Interest Rate Benchmark Reform like the nature and industries. The impact on future operations would, to a large
extent of risks to which the entity is exposed arising from extent, depend on how the pandemic further develops and it’s
financial instruments subject to interest rate benchmark resultant impact on the operations of the Group.
reform; the entity‘s progress in completing the transition
The Management has evaluated the impact on its financial
to alternative benchmark rates, and how the entity is
statements and have made appropriate adjustments, wherever
managing the transition.
required. The extent of the impact on Group’s operations
viii. Ind AS 111 - Joint Arrangements – In order to maintain remains uncertain and may differ from that estimated as at the
consistency with the amendments made in Ind AS 103, date of approval of these consolidated financial statements
respective changes have been made in Ind AS 111. and will be dictated by the length of time that such disruptions
continue, which will, in turn, depend on the currently unknowable
ix. Ind AS 115 - Revenue from Contracts with Customers duration of COVID-19 and among other things, the impact of
– Certain amendments have been made in order to governmental actions imposed in response to the pandemic.
maintain consistency with number of paragraphs of IFRS The Group is monitoring the rapidly evolving situation and its
15. potential impacts on the Group’s financial position, results of
operations, liquidity, and cash flows.
x. Ind AS 8 - Accounting Policies, Changes in Accounting
Estimates and Errors – In order to maintain consistency b. Intangible Assets
with the amendments made in Ind AS 114 and to
substitute the word ‘Framework’ with the ‘Conceptual The Group is required to identify and assess the useful life of
Framework of Financial Reporting in Ind AS’, respective intangible assets and determine their income generating life.
changes have been made in the standard. Judgment is required in determining this and then providing an
amortization rate to match this life as well as considering the
xi. Ind AS 16 - Property, Plant and Equipment –The recoverability or conversion of advances made in respect of
amendment has been made by substituting the words securing film content or the services of talent associated with
“Recoverable amount is the higher of an asset’s fair value film production.
less costs to sell and its value in use” with “Recoverable
amount is the higher of an asset’s fair value less costs of Accounting for the film content requires Management’s
disposal and its value in use”. judgment as it relates to total revenues to be received and
costs to be incurred throughout the life of each film or its
xii. Ind AS 34 - Interim Financial Reporting –The amendments license period, whichever is the shorter. These judgments are
to this standard are made in reference to the conceptual used to determine the amortization of capitalized film content
framework of Financial Reporting in Ind AS. costs. The Group use a stepped method of amortization on

EROS INTERNATIONAL MEDIA LIMITED 109

CONSOLIDATED FINANCIAL STATEMENTS

first release film content writing off more in year one which f. Depreciation
recognizes initial income flows and then the balance over a
period of up to nine years. In the case of film content that is Property, plant and equipment are depreciated over the
acquired by the Group after its initial exploitation, commonly estimated useful lives of the assets, after taking into account their
referred to as Library, amortization is spread evenly over the estimated residual value. Management reviews the estimated
lesser of 10 years or the license period. Management’s policy useful lives and residual values of the assets annually in order
is based upon factors such as historical performance of to determine the amount of depreciation to be recorded during
similar films, the star power of the lead actors and actresses any reporting period. The useful lives and residual values are
and others. Management regularly reviews, and revises when based on the Group’s historical experience with similar assets
necessary, its estimates, which may result in a change in the and take into account anticipated technological changes.
The depreciation for future periods is adjusted if there are
rate of amortization and/or a write down of the asset to the
significant changes from previous estimates.
recoverable amount.
g. Impairment of non-financial assets
Intangible assets are tested for impairment in accordance with
the accounting policy. These calculations require judgments In assessing impairment, management estimates the
and estimates to be made, and in the event of an unforeseen recoverable amount of each asset or cash-generating unit
event these judgments and assumptions would need to based on expected future cash flows and uses an interest rate
be revised and the value of the intangible assets could be to discount them. Estimation uncertainty relates to assumptions
affected. There may be instances where the useful life of an about future operating results and the determination of a
asset is shortened to reflect the uncertainty of its estimated suitable discount rate.
income generating life.
h. Provisions
c. Employee benefit plans
Provisions and liabilities are recognized in the period when it
The cost of the employment benefit plans and their present becomes probable that there will be a future outflow of funds
value are determined using actuarial valuations which involves resulting from past operations or events and the amount of cash
making various assumptions that may differ from actual outflow can be reliably estimated. The timing of recognition and
developments in the future. For further details refer to Note 41. quantification of the liability require the application of judgment
to existing facts and circumstances, which can be subject to
d. Fair value measurement of ESOP Liability change. Since the cash outflows can take place many years in
the future, the carrying amounts of provisions and liabilities are
The fair value of ESOP Liability is determined using valuation
reviewed regularly and adjusted to take account of changing
methods which involves making various assumptions that may
facts and circumstances.
differ from actual developments in the future. For further details
refer Note 42. i. Fair value measurement

e. Trade receivable Management uses valuation techniques to determine the fair

value of financial instruments (where active market quotes
Judgements are required in assessing the recoverability of are not available) and non-financial assets. This involves
overdue trade receivables and determining whether a provision developing estimates and assumptions consistent with how
against those receivables is required. Factors considered market participants would price the instrument. Management
include the amount and timing of anticipated future payments bases its assumptions on observable data as far as possible,
and any possible actions that can be taken to mitigate the risk but this is not always available. In that case management uses
of non-payment. the best information available. Estimated fair values may vary
from the actual prices that would be achieved in an arm’s
length transaction at the reporting date.

110 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the consolidated financial statements and other explanatory information

2 Property, plant and equipment-

Details of the Group’s property, plant and equipment and their carrying amounts are as follows:
Amounts ` in lakhs
Gross carrying amount Buildings Leasehold Furniture Motor Office Data Studio Right of Total
Improvements and Vehicles equipment processing equipment Use
fixtures equipment
Balance as at 31 March 2019 4,108 869 742 837 355 1,616 1,621 - 10,148

Additions - 71 0 - 2 5 - 1,331 1,409

Adjustments/ disposals - - (1) - (1) (0) - - (2)
Balance as at 31 March 2020 4,108 940 741 837 356 1,621 1,621 1,331 11,555

Additions - - - - 3 214 - 2,474 2,691

Adjustments/ disposals - - (25) - (67) (106) (28) (38) (264)
Balance as at 31 March 2021 4,108 940 716 837 292 1,729 1,593 3,767 13,982
Accumulated depreciation Buildings Leasehold Furniture Motor Office Data Studio Right of Total
Improvements and Vehicles equipment processing equipment Use
fixtures equipment
Balance as at 31 March 2019 1,390 401 658 521 286 1,506 1,555 - 6,317

Depreciation charge 132 226 25 90 30 31 21 463 1,018

Adjustments/ disposals - - 1 - 1 1 - 421 424
Balance as at 31 March 2020 1,522 627 684 611 317 1,538 1,576 884 7,759

Depreciation charge 126 141 17 60 17 56 15 367 799

Adjustments/ disposals - (1) (25) - (66) (104) (28) 325 101
Balance as at 31 March 2021 1,648 767 676 671 268 1,490 1,563 1,576 8,659

Net carrying amount

Capital-work-in progress 31 7
March 2020
Capital-work-in progress 31 7
March 2021

Balance as at 31 March 2020 2,586 313 57 226 39 83 45 447 3,803

Balance as at 31 March 2021 2,460 173 40 166 24 239 30 2,191 5,330
The Company's immovable property situated in Mumbai, India is pledged against the borrowings as explained in note 17 and 23

3 a) Intangible assets
Details of the Group’s Intangible assets and their carrying amounts are as follows:
Amounts ` in lakhs
Gross carrying amount Content Film Rights Others Total
advances
Balance as at 31 March 2019 1,58,315 5,01,352 2,681 5,04,033

Additions 12,305 3,265 16 3,281

Transfer to film and content rights (10,091) (3,563) - (3,563)
Amounts written back 1,687 - - -
Impairement of content advance (1,29,015) -
Foreign currency translation difference 2,817 7,959 - 7,959
Balance as at 31 March 2020 36,018 5,09,013 2,697 5,11,710

Additions 12,028 6,111 33 6,144

Transfer to film and content rights (15,273) - - -
Amount written off (5,596) - - -
Provision for doubtful advances (531) - - -
Impairment of content advance written off 6,074 - - -
Advance written off against impairment (6,074) - - -
Reversal Impairment of content advance 3,284 - - -
Foreign currency translation difference - (2,930) - (2,930)
Balance as at 31 March 2021 29,930 5,12,194 2,730 5,14,924

EROS INTERNATIONAL MEDIA LIMITED 111

CONSOLIDATED FINANCIAL STATEMENTS

Notes
to the consolidated financial statements and other explanatory information

Amounts ` in lakhs
Accumulated amortisation Film Rights Others Total

Balance as at 31 March 2019 4,10,118 1,341 4,11,459

Amortisation charge 24,152 229 24,381

Adjustments/ Deletion 17,261 - 17,261
Foreign currency translation difference 6,441 - 6,441
Balance as at 31 March 2020 4,57,972 1,570 4,59,542

Amortisation charge 16,920 232 17,152

Adjustments/ Deletion/ Impairement 2,301 - 2,301
Foreign currency translation difference (2,531) - (2,531)
Balance as at 31 March 2021 4,74,662 1,802 4,76,464

Net carrying amount

Balance as at 31 March 2020 36,018 51,041 1,127 52,168

Balance as at 31 March 2021 29,930 37,532 928 38,460

Intangible assets under development

Balance as at 31 March 2020 8,887
Balance as at 31 March 2021 17,793

3 b) Goodwill on consolidation
On 1 August 2015, Company acquired 100% of the shares and voting interests in ErosNow Private Limited (formerly known as Universal
Power Systems Private Limited). Goodwill of ` 2,130 lakhs was recognised on acquisition. Impairement provision of ` 395 lakhs was
made upto previous year. During the year 31 March 2020, Impairement loss of ` 1,735 lakhs has been recognised.

3 c) The closing balance of content advances are net of provision for impairment ` 119,657 lakhs (31 March 2020:- ` 129,015 lakhs)

Amount ` in Lakhs
As at As at
31 March 2021 31 March 2020
4 Loans

Amounts due from related parties (refer note 44) 79,792 75,887
Unsecured, considered good 545 545
Total 80,337 76,432

5 Other financial assets

Security deposits
Security deposits- related parties (refer note 44) 268 268
Security deposits- others 105 105
Total 373 373

6 Other non- current assets

Advance payment of taxes (net of provision) 2,160 1,668
Balances due with statutory authorities 8,144 5,218
Deferred expeses - 215
Total 10,304 7,101

112 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the consolidated financial statements and other explanatory information

Amount ` in Lakhs
As at As at
31 March 2021 31 March 2020
7 Inventory
Film Rights 850 4
Total 850 4

8 Trade and other receivables

Secured, considered good - 1,327
Unsecured, considered good 2,325 5,343
Dues from related parties (refer note 44) 42,175 49,012
Accrued Income 4,093 1,103
48,593 56,785
Less : Expected credit loss * (723) (1,561)
Total 47,870 55,224

*Movement of Expected credit loss

Opening Balance 1,561 11,007
Addition during the year - 44,974
Reverse During the year (170) (2,527)
OCI Movement (56) 56
Transfer to Bad debts* (651) (51,998)
Foreign Currency Translation reserve 39 49
Closing Balance 723 1,561
All amounts are short-term. The net carrying value of trade receivables is considered a reasonable approximation of fair value.

9 Cash & cash equivalents

Balances with banks
-in current accounts 2,574 1,021
Cash on hand 82 86
2,656 1,107
Other Bank Balances
-Deposits with maturity of more than 3 months but less than 12 months - -
Total 2,656 1,107

10 Restricted bank deposits

i. Unclaimed dividend account - 1
ii. Margin money deposit- less than 12 Months * 2,754 3,608
iii. Deposits with maturity more than 12 months* 98 46
2,852 3,655
Less: Disclosed under non current financial assets - Restricted bank deposits (98) (46)
Total 2,754 3,609
* given as securities against fund based working capital limits.

11 Loans and advances

Unsecured, considered good
Loans and advances to employees 204 100
Other loans 2,665 3,458
Security deposits 33 31
Total 2,902 3,589

EROS INTERNATIONAL MEDIA LIMITED 113

CONSOLIDATED FINANCIAL STATEMENTS

Notes
to the consolidated financial statements and other explanatory information

Amount ` in Lakhs
As at As at
31 March 2021 31 March 2020
12 Other financial assets
Interest accrued 97 70
Amounts due from related parties (refer note 44) 54 319
Others - 79
Total 151 468

13 Other current assets

Prepaid-expenses 342 63

Total 342 63

Amount ` in lakhs, except share data

As at 31 March 2021 As at 31 March 2020
Number Amounts Number Amounts
14 Share capital
Authorised share capital
Equity shares of ` 10 each 12,50,00,000 12,500 12,50,00,000 12,500
12,50,00,000 12,500 12,50,00,000 12,500
Issued, subscribed and fully paid up
Equity shares of ` 10 each 9,58,64,818 9,586 9,56,29,023 9,563
Total 9,58,64,818 9,586 9,56,29,023 9,563

a) Reconciliation of paid up share capital (Equity Shares)

Balance at the beginning of the year 9,56,29,023 9,563 9,55,08,140 9,551
Add: Shares issued during the year 2,35,795 23 1,20,883 12
Balance at the end of the year 9,58,64,818 9,586 9,56,29,023 9,563
During the year, the Company has issued total 235,795 equity shares (31 March 2020 120,883) on exercise of options granted under
the employees stock option plan (ESOP) wherein part consideration was received in the form of employees services.

b) Shares held by holding company, ultimate holding company, subsidiaries / associates of holding company or ultimate
holding company
As at 31 March 2021 As at 31 March 2020
Number Amounts Number Amounts
Equity shares of ` 10 each
Eros Worldwide FZ LLC - the Holding Company 3,78,77,302 3,788 3,78,77,302 3,788
Eros Digital Private Limited - fellow subsidiary 2,17,00,000 2,170 2,17,00,000 2,170

c) Details of Shareholders holding more than 5% of the shares

As at 31 March 2021 As at 31 March 2020
Number % holding in Number % holding in
the class the class
Equity shares of ` 10 each
Eros Worldwide FZ LLC - the Holding Company 3,78,77,302 39.51% 3,78,77,302 39.61%
Eros Digital Private Limited - fellow subsidiary 2,17,00,000 22.64% 2,17,00,000 22.69%

114 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the consolidated financial statements and other explanatory information

d) Details of employee stock options issued during the last 5 years

During the period of five years immediately preceding the reporting date, the Company has issued total 2,276,267 equity shares
( 31 March 2020: 2,222,005) on exercise of options granted under the employees stock option plan (ESOP) wherein part consideration
was received in the form of employee services.

e) Details of equity share issued for consideration other than cash during the last 5 years
During the period of five years immediately preceding the reporting date, the Company has issued total 900,970 equity shares
(31 March 2018: 900,970) to the shareholders of ErosNow Private Limited (formerly known as Universal Power Systems Private Limited)
at a premium of ` 586 per share in exchange for the entire shareholding of Erosnow Private Limited.

f) Rights, preferences, restrictions of Equity Shares

The Company has only one class of equity shares having par value of `10 per share. Every holder is entitled to one vote per share.
The dividend, if any, proposed by the Board of Directors and approved by the Shareholders in the Annual General Meeting is paid in
Indian rupees.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after
distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Amount ` in Lakhs
As at As at
31 March 2021 31 March 2020
15 Other Equity
Securities premium reserve
Balance at the beginning of the year 41,777 41,547
Add : Transfer from share option outstanding account 451 230
Balance at the end of the year 42,228 41,777

Share options outstanding account

Balance at the beginning of the year 1,215 1,344
Less: Transfer to securities premium account (451) (230)
Add: Employee stock option compensation expense 98 85
Add: Employee stock option compensation expense to employee's of subsidiary - 16
Balance at the end of the year 862 1,215

Capital reserves
As per last year balance sheet 56 56

General reserves
As per last year balance sheet 508 508

Surplus from Statement of Profit & Loss

Balance at the beginning of the year 53,820 1,94,341
Add : Profit/ (loss) for the year (18,026) (1,40,521)
Balance at the end of the year 35,794 53,820

Other comprehensive income

a) Foreign currency translation reserve
Balance at the beginning of the year 17,510 9,748
Movement during the year (2,756) 7,762
Balance at the ending of the year 14,754 17,510

b) Remeasurement gain on defined benfit plan 207 221

c) ECL Rate Difference - (56)

Total 94,409 1,15,051

EROS INTERNATIONAL MEDIA LIMITED 115

CONSOLIDATED FINANCIAL STATEMENTS

Notes
to the consolidated financial statements and other explanatory information

Nature and Purpose of Reserves:-

Securities Premium Reserve: The amount received in excess of face value of the equity shares is recognised in Securities Premium
Reserve.
General Reserve: General Reserve was created by transferring a portion of the net profit of the Company as per the requirements of
the Companies Act, 2013.
Capital Reserve: Capital Reserve is used from pre-acquisition profit of subsidiaries.
General Reserve : The General Reserve is used from time to time to transfer profit from retained earning for appropriation purpose.
Foreign Currency Translation Reserve : Exchange Fluctuation Reserve represents the unrealised gains and losses on account of
translation of foreign subsidiaries into the reporting currency.

Amount ` in Lakhs
As at As at
31 March 2021 31 March 2020
16 Non- controlling interest
Balance at begning of the year
Opening balance 1,428 1,028
Profit/(loss) for the year (60) 400
Balance at end of year 1,368 1,428

Amount ` in Lakhs
As at As at
31 March 2021 31 March 2020
17 Borrowings
a) Term Loans
Secured
Term loan from banks* 3,576 5,541
Car loans# 8 96
Others @ 69 160

Unsecured
Term loan from others** 2,765 2,940
6,418 8,737

Less: Cumulative effect of unamortised cost (13) (31)

Less: Current maturities disclosed under other current financial liabilities (refer note 26) (6,402) (8,639)
Total 3 67

*Term loans from banks carry an interest rate between 12.5% - 15.5% are secured by pari passu first charge on the satellite rights
acquired for the domestic market, actionable claims, revenue and receivables arising on sales of the rights and negatives of films.
Term loans are further secured by equitable mortgage of Company's immovable properties situated at Mumbai (India), amounts held
as margin money,corporate guarantee of Eros Stx Global Corporation (formerly known as Eros International PLC) (the ultimate holding
company), residual value of equipments and vehicles and existing rights of hindi films with nil book value.

# Car loans are secured by hypothecation of vehicles acquired there against, carrying rate of interest of 7.48%-9.50% which are
repayable as per maturity profile set out below.

** Other loans are secured by hypothecation of assets acquired there against, carrying rate of interest of 10.50%-11.50% which are
repayable as per maturity profile set out below.

@ Term loan from others carry an interest rate between 15% - 16% are secured against the pledge of company's shares held by holding
company, current assets of a subsidiary company and corporate guarantee of holding company and subsidiary company.

116 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the consolidated financial statements and other explanatory information

Maturity profile of long term borrowing is set out below:-

Amount ` in Lakhs
As at 31 March 2021
Less than 1 year 1-3 years 1-3 years
Secured
Term loan from banks 3,563 - -
Car loan - 3
Others 69 - -
Unsecured
Term loan from others 2,765 - -
Total 6,397 3 -

Default in repayment as on 31 March, 2021 Principal due

Term loan from banks 951

Total 951
The above defaults stands rectified on approval of restrucuturing of loan facilities by bankers on 22nd June, 2021. The revised terms
of the borrowings, applicable from the cut off date of 1st January, 2021 are given in Note 52.

Amount ` in Lakhs
As at As at
31 March 2021 31 March 2020
18 Trade payable - non current
Payable to related parties (refer note 44) 17,999 118
Total 17,999 118

Amount ` in Lakhs
As at As at
31 March 2021 31 March 2020
19 Other Financial Liabilities
Security desposits 25 25
Lease Liability 1,823 22
Total 1,848 47

Amount ` in Lakhs
As at As at
31 March 2021 31 March 2020
20 Employee benefit obligations - non current
Provision for gratuity (refer note 41) 356 344
Leave encashment - 6
Total 356 350

EROS INTERNATIONAL MEDIA LIMITED 117

CONSOLIDATED FINANCIAL STATEMENTS

Notes
to the consolidated financial statements and other explanatory information

Amount ` in Lakhs
As at As at
31 March 2021 31 March 2020
21 Deferred Taxes
Deferred Tax Liability arising on account of
Depreciation on tangible assets 90 48
Amortisation of intangible assets 8,754 9,080
Total Deferred Tax Liability 8,844 9,128

Deferred Tax Asset arising on account of

Depreciation on tangible assets 1,156 962
Disallowances under Income Tax Act, 1961 - -
Gratuity and leave encashment - 10
Others 2,908 639
Minimum alternative tax credit recoverable 9 63
Impairment 40,349 31,417
Total Deferred Tax Assets 44,422 33,091

Restricted to and consequent impact (34,338) (23,188)

Total Deferred Tax Assets/ (Liabilities)- net 1,240 775

Significant management judgement is considered in determining provision for income tax, deferred tax assets and liabilities and
recoverability of deferred tax asset. Net deferred tax assets have been restricted to NIL on conservative basis for Eros International
Media Limited standalone financial.
Unused tax losses for which no deferred tax asset (DTA) is recognised in Balance Sheet.
The business loss for AY 2021-22 amounting to ` 4,929 Lakhs (including unabsorbed depriciation/amortization `2,639 lakhs), deferred
tax relating that to `1,722 Lakhs can carried forward till AY 2029-2030.

Reconciliation of tax expense and the accounting profit multiplied by India's domestic tax rate:

Particulars As at As at
31 March 2021 31 March 2020
Profit before tax (17,301) (1,61,546)
Income tax expense 785 (21,425)
Tax rate as a % of profit before tax (4.54)% 13.26%

Effect of Income taxed at higher/ (lower) rates 0.00% 0.00%

Effect of Income taxes relating to prior years 7.04% (1.90)%
Effect of change in deferred tax balances due to change in tax rates 18.19% (3.39)%
Effect of unrecognised deferred tax assets (0.49)% 15.19%
Effect of Items not deductible for tax purpose 14.91% 0.29%
Effect of Items deductible for tax purpose 0.00% (1.64)%
Effect of MAT Credit (0.01)% 0.00%
Others (0.32)% (0.03)%

Average Income Tax Rate applicable to individual entities 34.78% 21.78%

22 Other non-current liabilities

Deferred revenue 2,521 4,679

Total 2,521 4,679

118 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the consolidated financial statements and other explanatory information

Amount ` in Lakhs
Particulars As at As at
31 March 2021 31 March 2020
23 Short term borrowings
Secured
Secured from banks 39,995 39,943

Unsecured
Unsecured from others 5,374 5,672
From related parties (refer note 44) 619 562
Total 45,988 46,177

Secured short term borrowings include:

Cash credit/FITL/WCDL carry an interest rate between 10.5 % - 16.5 % , secured by way of hypothecation of inventories and receivables
relating to domestic rights operations on pari passu basis.

Bills discounted carry an interest rate between 9% - 10.5% for INR bills and 6M MCLR+Spread or 6M LIBOR+Spread for USD bills,
secured by document of title to goods and accepted hundis with first pari passu charge on current assets.

Packing credit carry an interest rate between 8% - 10% for INR and 6M MCLR+Spread or 6M LIBOR+ Spread for USD, secured by
hypothecation of films and film rights with first pari passu charge on current assets.

Short term borrowings are further secured by equitable mortgage of company's immovable properties situated at mumbai (India),amount
held in margin money,corporate guarantee of Eros STX Global Corporation (formerly known as Eros International PLC) (the ultimate
holding company),residual value of equipments and existing rights of hindi films with nil book value.

*Loan from others carry an interest rate between 15% - 16.5% , secured by security provided by holding company.

Default in repayment as on 31 March, 2021 Principal due

Packing Credit/Export Bill 9,279
FITL 2,213

Total 11,492

The above defaults stands rectified on approval of restrucuturing of loan facilities by bankers on 22 June, 2021. The revised terms of
the borrowings, applicable from the cut off date of 1 January, 2021 are given in Note 52.

Amount ` in Lakhs
As at As at
31 March 2021 31 March 2020
24 Acceptance

Payable under the film financing arrangements 1,400 1,400

Total 1,400 1,400

Acceptances comprise of credit availed from banks for payment to film producers for film co-production arrangement entered by the
group. The carrying value of acceptances are considered a reasonable approximation of fair value.
The facility was overdue as at year end by 76 days. However, the default stands recetified on approval of restructuring of facility into
Working Capital facility by bankers on 22 June, 2021.

EROS INTERNATIONAL MEDIA LIMITED 119

CONSOLIDATED FINANCIAL STATEMENTS

Notes
to the consolidated financial statements and other explanatory information

Amount ` in Lakhs
As at As at
31 March 2021 31 March 2020
25 Trade payables - current financials liabilities
Trade payable 15,500 12,508
Payable to related parties (refer note 44) 6,263 22,855

Total 21,763 35,363

26 Other financial liabilities

Current maturities of long-term borrowings (refer note 17) 6,402 8,639
Interest accrued but not due on borrowings 283 926
Interest accrued and due on borrowings 1,468 23
Employee dues 619 483
Unclaimed dividend* - 1
Other expenses payable 543 687
Lease liabilities 488 215
Other payable to related party (refer note 44) 881 473
Total 10,684 11,447
* These figures do not includes any amount due and outstanding to be credited to Investor Education and Protection Fund.

27 Employee benefit obligations - current

Provision for gratuity (refer note 41) 129 80
Leave encashment 198 227
Total 327 307

28 Other Current Liabilities

Advance from customers- related parties (refer note 44) 336 337
Advances from customers- Others 17,252 2,374
Duties & Taxes Payable 4,224 7,448
Deferred income 2,780 5,609
Others 716 554
Total 25,308 16,322

29 Current tax liabilites (net)

Provision for Corporate Taxes (net of advance tax) 7,830 7,348

Total 7,830 7,348

120 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the consolidated financial statements and other explanatory information

Amount ` in Lakhs
Year Ended Year Ended
31 March 2021 31 March 2020
30 Revenue from operations
Sale/distribution/exhibition of films and other rights 25,584 81,356
Other operating revenues 613 4
Total 26,197 81,360

31 Other Income
Gain on foreign exchange (net) - 694
Interest income :
Bank deposits 58 338
Others 5,991 4,809
Income from Export Incentives 941 527
Sundry balances written back and Bad debts recovered 1,786 892
Provision written back for expected credit loss 72 1,477
Provision for Content advances written back (refer note 3) 3,284 1,687
Other non-operating income 544 1,602
Total 12,676 12,026

32 Purchases / Operating Expenses

Film rights cost 9,829 14,287
Amortization of film rights (refer note 3) 16,920 24,152
Total 26,749 38,439

33 Changes in Inventories
Inventories at the end of the year
Stock-in-trade 850 4
850 4

Inventories at the beginning of the year

Stock-in-trade 4 301
4 301
Total (846) 297

34 Employee benefits expense

Salaries and wages 4,586 3,314
Contributions to provident and other funds (refer note 41) 216 151
Employee share based compensation (refer note 42) 98 101
Gratuity expenses (refer note 41) 76 123
Staff welfare expenses 16 98
Total 4,992 3,787

EROS INTERNATIONAL MEDIA LIMITED 121

CONSOLIDATED FINANCIAL STATEMENTS

Notes
to the consolidated financial statements and other explanatory information

Amount ` in Lakhs
Year Ended Year Ended
31 March 2021 31 March 2020
35 Finance costs
Interest expenses on loans taken from banks 8,067 7,642
Other interest expenses 256 405
Interest on delayed payment of taxes 2,471 2,681
10,794 10,728

Less: Interest expenses capitalised to film rights* - (3,382)

Less : Interest received (207) (290)
Total 10,587 7,056

The capitalisation rate of interest was Nil (31 March 2020 : 13.03 %)

36 Depreciation and amortization expenses

Depreciation on property, plants and equipments (refer note 2) 799 1,018
Amortization on intangible assets other than film rights (refer note 3) 232 229
Total 1,031 1,247

37 Other expenses
Print & digital distribution cost 35 198
Selling & distribution expenses 761 399
Processing and other direct cost 293 107
Shipping, Packing & Forwarding Expenses 16 25
Power and fuel 24 55
Rent including lease rentals 66 37
Repairs and maintenance 127 140
Insurance 25 21
Rates and taxes 47 55
Communication Expenses 53 68
Travelling and conveyance 83 116
Legal and professional expenses 1,088 645
Payments to auditors (refer note 49) 146 147
Trade receivables written off 1,069 46,494
Content advance written off 5,596 -
Advances & deposits written off 119 2
Provision for doubtful receivables 531 184
Provision for doubtful advances 83 -
Corporate social responsibility expenses 8 20
Loss on foreign exchange (net) 873 -
Miscellaneous expenses 317 41
Total 11,360 48,754

122 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the consolidated financial statements and other explanatory information

Amount ` in Lakhs
Year Ended Year Ended
31 March 2021 31 March 2020
38 Exceptional items
Impairment of content advance provision - 1,29,015
Impairment of film rights 2,301 20,815
Impairment of other advances - 762
Impairment of content advance write off - 3,025
Impairment of Goodwill - 1,735
Total 2,301 1,55,352

*Exceptional item comprises of the following:

1. The COVID-19 outbreak and resulting measures taken by the Government of India to contain the virus have already significantly
affected the business in the first quarter of fiscal 2020. Further, in 19-20, the Company has witnessed a significant decline in market
capitalization as compared with the previous year. Because of unexpected decline in the market capitalization and disruptions in
the business caused by the outbreak of COVID-19, the Company has performed the annual impairment assessment following the
requirements of Ind AS 36 ‘Impairment of Assets’.
As on 31 March 2021, the company has carried out impairment assessment. The approach and key (unobservable) assumptions used
to determine the cash generating unit’s value comprises of growth rate beyond explicit period (4%) and post-tax discount rate of 16.5%.
Based on the assessment, the management has recorded the impairment charge of ` 2,301 lacs ( 31 March 2020 155,352 lacs) and
disclosed the same under the exceptional item.

39 Earnings per share

Year Ended Year ended

31 March 2021 31 March 2020
a) Computation of net profit (loss) for the year

Profit/ (loss) after tax attributable to equity shareholders (` in lakhs) (18,086) (1,40,521)

b) Computation of number of shares for Basic Earnings per share

Weighted average number of equity shares 9,57,12,501 9,55,51,002

Total 9,57,12,501 9,55,51,002

c) Computation of number of shares for Diluted Earnings per share

Weighted average number of equity shares used in the calculation of basic earning per share 9,57,12,501 9,55,51,002
Add:- Weighted average potential equity shares (dilutive impact of ESOPs) - -

Total 9,57,12,501 9,55,51,002

d) Nominal value of shares 10 10

e) Computation

Basic (in `) (18.90) (147.06)

Diluted (in `) (18.90) (147.06)

EROS INTERNATIONAL MEDIA LIMITED 123

CONSOLIDATED FINANCIAL STATEMENTS

Notes
to the consolidated financial statements and other explanatory information

Amount ` in Lakhs
As at As at
31 March 2021 31 March 2020
40 Contingent liabilities and commitments (to the extent not provided for)

(a) Contingent liabilities

(i) Claims against the Company not acknowledged as debt
Sales tax claims disputed by the Company 2,200 1,983
Service tax (refer note 1) 54,243 43,604
Income tax liability that may arise in respect of matters in appeal 105 105

(ii) Guarantees
Guarantee given in favor of various government authorities 25 25

56,573 45,717

Notes:

1 During the year ended 31 March 2021, the Company received a show cause notice from the Commissioner of Service Tax to show
cause why an amount aggregating to 5,317 lakhs for the period 1 April 2015 to 30 June 2017 should not be levied on and paid
by the Company for service tax arising on temporary/perpatual transfer of copyright services and other matters. company is in
process of filing of reply for the same.

1.a During the year ended 31 March 2015, the Company received a show cause notice from the Commissioner of Service Tax to show
cause why an amount aggregating to ` 15,675 lakhs for the period 1 April 2009 to 31 March 2014 should not be levied on and paid
by the Company for service tax arising on temporary/perpatual transfer of copyright services and other matters.

In connection with the aforementioned matters, on 19 May 2015, the Company received an Order-in-original issued by the
Principal Commissioner, Service Tax, wherein the department confirmed the demand of ` 15,675 lakhs along with interest and
penalty amounting to ` 15,675 lakhs resulting into a total demand of ` 31,350 lakhs.

On 3 September 2015, the Company filed an appeal against the said order before the authorities. The Company has paid
` 1,000 lakhs under protest. Considering the facts and nature of levies and the ad-interim protection for the period 1 July 2010 to
30 June 2012 granted by the Honorable High Court of Mumbai, the Company expects that the final outcome of this matter will be
favourable. Accordingly, based on the assessment made after taking appropriate legal advise, the provision of ` 88.52 lakhs only
has been recorded and no additional liability has been recorded in the financial statements.

On 8 October, 2018, the Company received a show cause notice from the Commissioner of Service Tax to show cause why an
amount aggregating to ` 1347 lakhs and penalty of ` 1347 lakhs resulting to total demand of ` 2694 Lakhs for the period 1 April
2014 to 31 March 2015 should not be levied on and paid by the Company for service tax arising on temporary/perpatual transfer
of copyright services and other matters. Considering the facts and nature of levies and the ad-interim protection for the period
1 July 2010 to 30 June 2012 granted by the Honorable High Court of Mumbai, the Company expects that the final outcome of
this matter will be favorable. Accordingly, based on the assessment made after taking appropriate legal advise, the provision of
` 60.77 lakhs has been recorded and no additional liability has been recorded in the financial statements.

1.b On 18 April, 2016, a subsidiary of the Company- Eros International Films Private Limited, received a show cause notice from the
Commissioner of Service Tax to show cause why an amount aggregating to ` 597 lakhs and panalty of 60 lakhs for the period
1 April 2014 to 31 March 2015 should not be levied on and paid by the Company for service tax arising on temporary/ Perpatual
transfer of copyright services and other matters. Considering the facts and nature of levies and the ad-interim protection for the
period 1 July 2010 to 30 June 2012 granted by the Honorable High Court of Mumbai, the Company expects that the final outcome
of this matter will be favorable. Accordingly, based on the assessment made after taking appropriate legal advise, no additional
liability has been recorded in the financial statements.

1.c On 28 February, 2013, a subsidiary of the Company- Universal Power System Private Limited (acquired on 1 August, 2015),
received a service tax order with reference to the internal audit conducted by the service tax department. Based on the audit
conducted, department has demanded tax amounting to ` 114 lakhs against which the subsidiary has paid ` 20 lakhs. The
subsidiary has not made any provision in the books to give effect to this order and filed an appeal against the demand. The
subsidiary expects that the final outcome will be favorable. Accordingly, based on the assessment made after appropriate legal
advice, ` 94 lakhs has been considered as contingent liability and no liability has been recorded in the financial statements.

124 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the consolidated financial statements and other explanatory information

1.d Company Eros International Media LImited has received showcause notice for reversal of CENVAT credit for the period 2013-14
to 2015-16 ` 187 lakhs,no additional liability has been accouunted in financial statements for this showcause notice. Further
Company also received showcause notice for Non levy of Service tax on Import of Services for the period 2013-14 to 2015-16 for
` 70 Lakhs, the Company has recorded liability ` 51.51 lakhs on account of this show cause notice.

2 In addition, the Company is liable to pay service tax on use on temporary transfer of copyright in the period 1 July 2010 to 30
June 2012. The Company filed a writ petition in Mumbai High Court challenging the constitutionality and the legality of this entry
and received ad-interim protection and accordingly, no amounts were provided for by the Company for the period 1 April 2011
to 30 June 2012.

3 It is not practicable for the Group to estimate the timing of cash outflows,if any, in respect of the above, pending resolution of the
respective proceedings.

4 From time to time, the Group is involved in legal proceedings arising in the ordinary course of its business, typically intellectual
property litigation and infringement claims related to the Company's feature films and other commercial activities, which could
cause the Company to incur expenses or prevent the Company from releasing a film. While the resolution of these matters cannot
be predicted with certainty, the Company does not believe, based on current knowledge or information available, that any existing
legal proceedings or claims , including those made under Insolvency and Bankcrupcy Code, 2016 are likely to have a material
and adverse effect on its financial position, results of operations or cash flows.

5 The Company does not expect any reimbursements in respect of the above contingent liabilities.

Amount ` in Lakhs
As at As at
31 March 2021 31 March 2020
(b) Commitments
Estimated amount of contracts remaining to be executed on capital account 1,53,349 1,79,444
1,53,349 1,79,444

Total 2,09,922 2,25,161

41 Employment benefits

a) Gratuity
The following table set out the status of the gratuity plan as required under Indian Accounting Standard (Ind AS) - 19, Employee
benefits, and the reconciliation of opening and closing balances of the present value of the defined benefit obligation:
Amount ` in Lakhs
As at As at
31 March 2021 31 March 2020
I Change in projected benefit obligation
Liability at the beginning of the year 424 547
Interest cost 24 39
Current service cost 52 84
Past service cost - -
Liabilty transferred (8) -
Benefits paid (19) (107)
Actuarial loss on obligations 12 (139)
Liability at the end of the year 485 424

Current portion 129 80

Non-current portion 356 344

II Recognised in Balance Sheet

Liability at the end of the year 485 424

Amount recognised in Balance Sheet 485 424

EROS INTERNATIONAL MEDIA LIMITED 125

CONSOLIDATED FINANCIAL STATEMENTS

Notes
to the consolidated financial statements and other explanatory information

Amount ` in Lakhs
As at As at
31 March 2021 31 March 2020
III Expense recognised in Statement of Profit and loss
Current service cost 52 84
Interest cost 24 39
76 123
Actuarial (Gains) / losses
Arising from changes in experience 26 (88)
Arising from changes in financial assumptions (25) (36)
Arising from changes in demographic assumptions 11 (15)
Expense/(income) recognised in Other comprehensive income 12 (139)

IV Assumptions used
Discount rate 5.45%- 5.58% 6.43%- 6.76%
Long-term rate of compensation increase 4.76%-10% 10.00%
Attrition Rate 17%-23% 13%-23%
Expected average remaining working life 4 years 6 years

V A quantitative sensitivity analysis for significant assumption as at 31 March 2018 is as

shown below:
Impact on defined benefit obligation
Projected benefit obligation on current assumption 485 424

Discount rate
1.00 % increase (16) (13)
1.00 % decrease 18 14

Rate of increase in salary

1.00 % increase 15 13
1.00 % decrease (15) 10

Rate of increase in employee turnover

1.00 % increase * (1) 0
1.00 % decrease * 1 0
* Amount less than one lakh

VI Maturity profile of defined benefit obligation

As at As at
31 March 2021 31 March 2020

Year
Year 1 126 95
Year 2 71 103
Year 3 54 60
Year 4 60 44
Year 5 75 45
Sum of Years 6-10 249 198

126 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the consolidated financial statements and other explanatory information

VII Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring
higher provision.

VIII Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such,
an increase in the salary of the members more than assumed level will increase the plan's liability.

IX Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Company has to manage pay-out based
on pay as you go basis from own funds.

X Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have
any longevity risk.

b) Compensated absences

The Company incurred ` 46 lakhs (31 March 2020 ` 74 lakhs) towards accrual for compensated absences during the year.

c) Provident fund

The Company contributed ` 212 lakhs (31 March 2020 ` 134 lakhs) to the provident fund plan, ` 3 lakhs (31 March 2020 ` 2 lakhs) to
the Employee state insurance plan and ` 1 lakhs (31 March 2020 ` 4 lakhs) to the National Pension Scheme during the year.

42 Share Based Compensation

The Company has instituted Employees’ Stock Option Plan “ESOP 2009” and "ESOS 2017" under which the stock options have been
granted to employees. The scheme was approved by the shareholders at the Extra Ordinary General Meeting held on 17 December
2009 and Annual General Meeting held on 29 September 2017 respectively. The details of activities under the ESOP 2009 and ESOS
2017 scheme are summarized below:

The expense recognised for employee services received during the year is shown in the following table:
Amount ` in Lakhs
Year Ended As at
31 March 2021 31 March 2020
Expense arising from equity-settled share-based payment transactions 98 101
There were no cancellations or modifications to the awards in 31 March 2021 or 31 March
2020.

Movements during the year

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during
the year:
As at 31 March 2021 As at 31 March 2020
Number WAEP Number WAEP
Outstanding at 1 April 4,79,614 45 7,57,885 32
Granted during the year - - - -
Forfeited during the year (43,896) 10 (1,56,775) 10
Exercised during the year (2,35,795) 10 (1,21,496) 10
Outstanding at 31 March 1,99,923 94 4,79,614 45
Exercisable at 31 March 3,25,740 94 3,25,740 59
Range of exercise price of outstanding options ( ` ) ` 10-150 ` 10-150
Weighted average remaining contractual life of option 2.96 Years 2.96 Years

EROS INTERNATIONAL MEDIA LIMITED 127

CONSOLIDATED FINANCIAL STATEMENTS

Notes
to the consolidated financial statements and other explanatory information

Black Scholes valuation model has been used for computing the weighted average fair value considering the following inputs:

Particulars 17-Dec-09 12-Aug-10 01-Jul-12 14-Oct-13 12-Nov-14 12-Feb-15 09-Feb-16 10-Feb-17 14-Nov-17 10-Feb-18
Dividend yield (%) Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Expected volatility 75.00% 60.00% 44.00% 35.00% 40.11% 37.84% 46.46% 48.66% 56.53% 53.15%
Risk free interest rate 6.30% 6.50% 8.36% 8.57% 8.50% 7.74% 7.49% 6.51% 6.90% 7.38%
Exercise price 75-175 75-135 75 150 10 10 10 10 10 10
Expected life of options 5.25 5.25 5.50 4.50 As per 4.27 3.50 4.50
granted in years Table 1.1

Table 1.1
Expected life of options granted in years
Option Grant 09-Feb-16 12-Feb-15 12-Nov-14
date Old Employees New Employees Old Employees New Employees Old Employees New Employees
Year I 3.50 4.50 3.00 3.00 3.50 4.50
Year II 4.50 5.50 3.50 4.00 4.50 5.50
Year III 5.50 6.50 4.00 4.50 5.50 6.50

The expected life of options is based on historical data and current expectations and is not necessarily indicative of exercise patterns
that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options
is indicative of future trends, which may differ from the actual.

43 Segment Reporting

Description of segment and principal activities

The Company acquires, co-produces and distributes Indian films in multiple formats worldwide. Film content is monitored and strategic
decisions around the business operations are made based on the film content, whether it is new release or library. Hence, Management
identifies only one operating segment in the business, film content. The Company distributes film content to the Indian population in
India and worldwide and to non-Indian consumers who view Indian films that are subtitled or dubbed in local languages. As a result
of these distribution activities, the management examines the performance of the business from a geographical market perspective.

Amount ` in Lakhs
Year ended Year ended
31 March 2021 31 March 2020
Revenue by region of domicile of customer's location
India 7,881 21,363
United Arab Emirates 15,351 52,108
Rest of the world 2,965 7,889
Total revenue 26,197 81,360

Non-current assets other than financial instruments, investments accounted for

using equity method and deferred tax
Non-current assets
India 85,011 92,325
United Arab Emirates - 18,444
Rest of the world 10,851 3,008
Total non-current assets 95,862 1,13,777

128 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the consolidated financial statements and other explanatory information

44 Related party disclosures

Parent entity

Relationship Name

Ultimate holding company Eros STX Global Corporation

(formerly known as Eros International Plc.)
Holding company Eros Worldwide FZ LLC

List of Key management personnel (KMP)

Mr. Sunil Lulla – Executive Vice Chairman and Managing Director
Mr. Kishore Lulla – Executive Director
Mr. Farokh Gandhi - Chief Financial Officer (India)
Mr. Abhishekh Kanoi - Vice President Company Secretary and Compliance
Officer (upto 12 August 2019)
Mr. Vijay Thaker - Vice President Company Secretary and Compliance Officer
(w.e.f. 13 August 2019)
Mr. Pradeep Dwivedi - Chief Executive Officer (w.e.f. 10 February 2020)

Relatives of KMP with whom transactions exist Mrs. Manjula K Lulla (wife of Mr. Kishore Lulla)
Mrs. Krishika Lulla (wife of Mr. Sunil Lulla)
Mrs. Meena Lulla (mother of Mr. Kishore Lulla)

Entities over which KMP exercise significant influence Shivam Enterprises

Eros Television India Private Limited
M/s Eros International Distribution LLP

Fellow subsidiary company Eros Digital Private Limited

Eros International Limited, United Kingdom
Eros Digital FZ LLC
Eros Films Limited, Isle of Man
Eros International Limited USA Inc

c) Transactions with related parties

Amount ` in Lakhs
Year ended Year ended
31 March 2021 31 March 2020
Sale of film rights
Eros Worldwide FZ LLC 12,182 52,762
Eros International Limited 2,269 -
14,451 52,762

Revenue attributable to Eros Digital FZ LLC (2,098) (10,681)

Sale of prints/VCD/DVD
Eros Worldwide FZ LLC - -
Total - -

Re-imbursement of administrative expense

Eros Worldwide FZ LLC 99 2,412
Eros Digital FZ LLC 2,684 5,678
Eros International Limited - 142
Eros International Limited USA Inc - 67
Total 2,783 8,299

EROS INTERNATIONAL MEDIA LIMITED 129

CONSOLIDATED FINANCIAL STATEMENTS

Notes
to the consolidated financial statements and other explanatory information

Amount ` in Lakhs
Re-imbursement of administrative expense given
Eros Worldwide FZ LLC 15 70
Total 15 70

Rent expenses
Mr. Sunil Lulla 384 384
Mr. Kishore Lulla 348 348
Mrs. Manjula K Lulla 36 36
Total 768 768

Interest income
Eros Worldwide FZ LLC 5,979 3,718
Eros Digital FZ LLC - -
Total 5,979 3,718

Interest expenses
Eros Digital Private Limited 62 57
Total 62 57

Salary, commission and perquisites* to KMPs 952 778

Total
*Perquisites to KMP have been valued as per Income tax Act, 1961 and rules framed thereunder or at actuals as the case may be.
*Excludes ` Nil lakh (31 March 2020 : ` 1 lakhs) charged to Statement of Profit and loss on account of stock compensation for awards
granted.
** The remuneration accrued/paid by the company to its Vice Chairman and Managing Director for the year ended 31 March 2021 is
in excess by ` 400 lacs vis-a-vis the limits specified in section 197 of Companies Act, 2013 ('the act') read with schedule V thereto, as
the Company does not have profits. The Company is in process of complying with the prescribed statutory requirements to regularize
such excess payments, including seeking approval of shareholders, as necessary. Untill then, the said excess amount is held in trust
by the Vice Chairman and Managing Director.

d) Transactions with related parties (Continued) Year ended Year ended

31 March 2021 31 March 2020
Content advances given
Eros International Limited - 100
Total - 100

Trade advances/ loans given

Eros Worldwide FZ LLC 69 28,615
Eros Films Limited - 7,858
Total 69 36,473

Recovery of trade advances/ loans given

Eros International Limited - 100
Eros Worldwide FZ LLC 115 6,920
Eros Films Limited - 7,858
Shivam Enterprises - 57
Eros Television India Private Limited - 4
Total 115 14,939

Trade advances/ loans taken

Eros Worldwide FZ LLC - -
Eros International Limited - -
Eros Digital Private Limited - 25
Eros Digital FZ LLC - 29
Total - 54

130 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the consolidated financial statements and other explanatory information

Amount ` in Lakhs
Repayment of advances/ loans
Eros International Limited - 13,738
Eros Digital Private Limited - 43
Total - 13,781

Refund of deposits
Mr. Sunil Lulla - 254
Mr. Kishore Lulla - 60
Total - 314

Amount ` in Lakhs
Balances with related parties As At As At
31 March 2021 31 March 2020
Trade balances due from
Eros Worldwide FZ LLC 35,653 37,884
Eros Digital FZ LLC 4,327 11,128
Eros International Limited 2,195 -
Total 42,175 49,012

Trade balances due to

Eros Worldwide FZ LLC 2,851 3,028
Eros International Limited 282 118
Eros Digital FZ LLC 21,129 19,827
Total 24,262 22,973

Advances/Loan due to
Eros Worldwide FZ LLC 311 311
Eros Digital Private Limited 619 562
Eros International Limited 11 11
Eros Digital FZ LLC 14 15
Total 955 899

Loans and advances due from

Eros Worldwide FZ LLC 79,792 76,150
Shivam Enterprises - -
Eros Television India Private Limited - -
Eros International Limited 54 56
Total 79,846 76,206

Security Deposits/Amounts due from KMPs or their relatives

Mr. Sunil Lulla 13 13
Mr. Kishore Lulla 180 180
Mrs. Manjula Lulla 75 75
Total 268 268

Amounts due to KMPs or their relatives

Mr. Sunil Lulla 488 225
Mr. Kishore Lulla 241 143
Mrs. Krishika Lulla 21 2
Mrs. Manjula Lulla 124 103
Mrs. Meena Lulla 7 -
Total 881 473

2(a) Terms and conditions

All outstanding balances are unsecured and repayable in cash.

EROS INTERNATIONAL MEDIA LIMITED 131

CONSOLIDATED FINANCIAL STATEMENTS

Notes
to the consolidated financial statements and other explanatory information

45 Categories of financial assets and financial liabilities

The carrying value and fair value of financial instruments by categories are as follows:
Amount in ` Lakhs
Carrying value /Fair value
Particulars As at As at
31 March 2021 31 March 2020
Financial assets
Measured at amortised cost
Loans 83,239 80,021
Restricted bank deposits 2,852 3,655
Other financial assets 524 841
Trade receivables 47,870 55,224
Cash and cash equivalents 2,656 1,107
1,37,141 1,40,848
Financial liabilities
Measured at amortised cost
Borrowings 45,991 46,244
Acceptance 1,400 1,400
Trade payables 39,762 35,481
Other financial liabilities 12,532 11,494
99,685 94,619

46 Fair value measurement of financial instruments

Financial assets and financial liabilities measured at fair value in the balance sheet are grouped into three Levels of a fair value
hierarchy. The three Levels are defined based in the observability of significant inputs to the measurement, as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3: unobservable inputs for the asset or liability
The following table shows the Levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring basis:

Amount in ` Lakhs
Carrying value /Fair value
Particulars As at As at As at As at
31 March 2021 Level 1 Level 2 Level 3

Financial assets
The following table shows the financial assets and liabilities measured at amortised cost on a recurring basis:

Measured at amortised cost

Financial assets
Loans 83,239 - - -
Restricted deposits 2,852 - - -
Other financial assets 524 - 373 -
Trade receivables 47,870 - - -
Cash and cash equivalents 2,656 - - -
1,37,141 - 373 -

132 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the consolidated financial statements and other explanatory information

Amount in ` Lakhs
Carrying value /Fair value
As at As at As at As at
31 March 2021 Level 1 Level 2 Level 3
Measured at amortised cost
Financial liabilities
Borrowings- Non-current 3 - 3 -
Borrowings- Current 45,988 - - -
Acceptance 1,400 - - -
Trade payables 39,762 - - -
Other financial liabilities 12,532 - - -
99,685 - 3 -

During the year ended 31 March 2021 there was no transfers between level 2 and level 3 fair value hierarchy.

Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities and short
term borrowings carried at amortised cost is not materially different from its carrying cost largely due to short term maturities of these
financial assets and liabilities.

Fair value of the borrowing items fall within level 2 of the fair value hierarchy and is calculated on the basis of discounted future cash
flows.

Non-listed shares and other securities fall within level 3 of the fair value hierarchy. Valuation is based on the net asset method.

Financial instruments with fixed and variable interest rate fall within level 2 of the fair value hierarchy and are evaluated by Company
based on parameters such as interest rate, credit rating or assessed credit worthiness.

46 Fair value measurement of financial instruments (Continued)

Financial assets
The following table shows the financial assets and liabilities measured at amortised cost on a recurring basis:
Amount in ` Lakhs
Carrying value /Fair value
Particulars As at As at As at As at
31 March 2020 Level 1 Level 2 Level 3
Measured at amortised cost
Financial assets
Loans 80,021 - - -
Restricted deposits 3,655 - - -
Other financial assets 841 - 373 -
Trade receivables 55,224 - - -
Cash and cash equivalents 1,107 - - -
1,40,848 - 373 -
Measured at amortised cost
Financial liabilities
Borrowings- Non-current 67 - 67 -
Borrowings- Current 46,177 - - -
Acceptance 1,400 - - -
Trade payables 35,481 - - -
Other financial liabilities 11,494 - - -
94,619 - 67 -

During the year ended 31 March 2020 there was no transfers between level 2 and level 3 fair value hierarchy.

Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities and short
term borrowings carried at amortised cost is not materially different from its carrying cost largely due to short term maturities of these
financial assets and liabilities.

EROS INTERNATIONAL MEDIA LIMITED 133

CONSOLIDATED FINANCIAL STATEMENTS

Notes
to the consolidated financial statements and other explanatory information

47 Financial instruments and Risk management

The Company is exposed to various risks in relation to financial instruments. The Company’s financial assets and liabilities by category
are summarised in note. The main types of risks are market risk, credit risk and liquidity risk.
The Company’s risk management is coordinated in close cooperation with the board of directors and audit committe meetings.
The Company has established objectives concerning the holding and use of financial instruments. The underlying basis of these
objectives is to manage the financial risks faced by the Company.
Formal policies and guidelines have been set to achieve these objectives. The Company does not enter into speculative arrangements
or trade in financial instruments and it is the Company’s policy not to enter into complex financial instruments unless there are specific
identified risks for which such instruments help mitigate uncertainties.

Management of Capital Risk and Financial Risk

The Company manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to
shareholders through the optimization of the debt and equity balance. The Company monitors capital using a gearing ratio, which is
net debt divided by total capital. For the purpose of the Company’s capital management, capital includes issued capital and all other
equity reserves attributable to the equity shareholders of the Company. Net debt is calculated as borrowing (refer note 17,23,24 and
26) less cash and cash equivalents.

The gearing ratio at the end of the reporting period was as follows:

Amount ` in lakhs
As at As at
31 March 2021 31 March 2020

Debt 53,793 56,283

Less: Cash and cash equivalents (2,656) (1,107)
Net debt 51,137 55,176
Equity 1,05,363 1,26,042
Net debt to equity 48.53% 43.78%

Financial risk management objectives

Based on the operations of the Company , Management considers that key financial risks that it faces are credit risk, currency risk,
liquidity risk and interest rate risk. The objectives under each of these risks are as follows:
• credit risk: minimize the risk of default and concentration.
• currency risk: reduce exposure to foreign exchange movements principally between INR and USD.
• liquidity risk: ensure adequate funding to support working capital and future capital expenditure requirements.
• interest rate risk: mitigate risk of significant change in market rates on the cash flow of issued variable rate debt.

Credit Risk
The Company’s credit risk is principally attributable to its trade receivables, loans and bank balances. As a number of the Company’s
trading activities require third parties to report revenues due to the Company this risk is not limited to the initial agreed sale or advance
amounts. The amounts shown within the Balance Sheet in respect of trade receivables and loans are net of allowances for doubtful
debts based upon objective evidence that the Company will not be able to collect all amounts due.
Trading credit risk is managed on a customer by customer basis by the use of credit checks on new clients and individual credit limits,
where appropriate, together with regular updates on any changes in the trading partner’s situation. In a number of cases trading
partners will be required to make advance payments or minimum guarantee payments before delivery of any goods. The Company
reviews reports received from third parties and in certain cases as a matter of course reserve the right within the contracts it enters into
to request an independent third party audit of the revenue reporting.
The credit risk on bank balances is limited because the counterparties are banks with high credit ratings as signed by international
credit rating agencies.
The Company from time to time will have significant concentration of credit risk in relation to individual theatrical releases, television
syndication deals or digital licenses. This risk is mitigated by contractual terms which seek to stagger receipts and/or the release
or airing of content. As at 31 March 2021 90 % (31 March 2020: 93 %) of trade account receivables were represented by the top 5
customer, out of which as at 31 March 2021 87 % (31 March 2020: 88 %) of trade account receivables were represented by the related
parties.The maximum exposure to credit risk is that shown within the statement of financial position.
As at 31 March 2021, the Company did not hold any material collateral or other credit enhancements to cover its credit risks associated
with its financial assets.

134 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the consolidated financial statements and other explanatory information

Currency Risk
The Company is exposed to foreign exchange risk from foreign currrency transactions. As a result it faces both translation and
transaction currency risks which are principally mitigated by matching foreign currency revenues and costs wherever possible.
The Company has identified that it will need to utilize hedge transactions to mitigate any risks in movements between the US Dollar
and the Indian Rupee and has adopted an agreed set of principles that will be used when entering into any such transactions. No such
transactions have been entered into to date and the Company has managed foreign currency exposure to date by seeking to match
foreign currency inflows and outflows as much as possible such as packing credit repayment in USD is matched with remittances
from UAE in USD. Details of the foreign currency borrowings that the Company uses to mitigate risk are shown within Interest Risk
disclosures.
As at the Balance Sheet date there were no outstanding forward foreign exchange contracts. The Company adopts a policy of borrowing
where appropriate in the local currency as a hedge against translation risk. The table below shows the Company’s net foreign currency
monetary assets and liabilities position in the main foreign currencies, translated to Indian Ruppes(INR) equivalents, as at the year end:

Net balance receivables / (payables)

INR USD SGD* EUR
In Lakhs
As at 31 March 2021 3,70,348 5,055 8 1
As at 31 March 2020 27,190 360 1 (0)

*amount represents less than one lakh

The above foreign currency arises when the Company holds monetary assets and liabilities denominated in a currency other than INR.
A uniform decrease of 10% in exchange rates against all foreign currencies in position as of 31 March 2021 would have increased in the
Company’s net profit before tax by approximately ` 37,038 lakhs (31 March 2020: ` 2,719 lakhs). An equal and opposite impact would
be experienced in the event of an increase by a similar percentage

47 Financial instruments and Risk management continued

Liquidity risk
The Company manages liquidity risk by maintaining adequate reserves and agreed committed banking facilities. Management of
working capital takes account of film release dates and payment terms agreed with customers.
A maturity analysis for financial liabilities is provided below. The amounts disclosed are based on contractual undiscounted cash flows.
The table includes both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is
derived from interest rates as at 31 March, in each year.

Total Less than 1 1-3 years 3-5 years More than 5

year years
As at 31 March 2021 In Lakhs
Borrowing principal payments 52,406 52,390 16 - -
Borrowing interest payments 6,127 6,125 2 - -
Acceptance 1,400 1,400 - - -
Trade and other payables 41,610 23,611 17,999 - -
Total Less than 1 1-3 years 3-5 years More than 5
year years
As at 31 March 2020 In Lakhs
Borrowing principal payments 54,914 54,816 98 - -
Borrowing interest payments 6,127 6,125 2 - -
Acceptance 1,400 1,400 - - -
Trade and other payables 35,528 35,410 118 - -

At 31 March 2021, the Company had facilities available of ` 49,034 Lakhs (31 March 2020: ` 51,556 Lakhs ) and had net undrawn
amounts of ` 1,995 Lakhs (31 March 2020: ` 189 Lakhs ) available.
Interest rate risk
The Company is exposed to interest rate risk as the Company has borrowed funds at floating interest rates. The risk is managed as the
loans are at flowting interest rates which is aligned to the market.
A uniform increase of 100 basis in interest rates against all borrowings in position as of 31 March 2020 would have decreased in the
Company’s net profit before tax by approximately ` 526 Lakhs (31 March 2020: net profit before tax of ` 247 Lakhs). An equal and
opposite impact would be experienced in the event of a decrease by a similar basis.

EROS INTERNATIONAL MEDIA LIMITED 135

CONSOLIDATED FINANCIAL STATEMENTS

Notes
to the consolidated financial statements and other explanatory information

48 a. Enterprises Consolidated as Subsidiary in accordance with Indian Accounting Standard 110- Consolidated Financial
Statements

Sr. Name of enterprises Country of Proportion

No. incorporation of ownership
interest
1 Eros International Films Private Limited India 100%
2 Big Screen Entertainment Private Limited India 64%
3 EyeQube Studios Private Limited India 100%
4 EM Publishing Private Limited India 100%
5 Eros Animation Private Limited India 100%
6 Copsale Limited British Virigin Island 100%
7 Digicine PTE Limited Singapore 100%
8 Colour Yellow Productions Private Limited India 50%
9 ErosNow Private Limited (formerly known as Universal Power Systems Private Limited) India 100%
10 Reliance Eros Production LLP India 50%
11 Eros International Distribution LLP India 100%

48 b. Additional information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as
Subsidiary/ Associates/Joint Ventures

Name of Enterprises Net Assets, i.e., total Share in profit or loss Share in other Share in total
assets minus total comprehensive income comprehensive income
liabilities
As % of ` in As % of ` in As % of ` in As % of ` in
consolidated lakhs consolidated lakhs consolidated lakhs consolidated lakhs
net assets profit or loss other total
comprehensive comprehensive
income income
Parent
Eros International Media 1.8% 1,920 93.9% (16,984) 0% (14) 81.3% (16,998)
Limited

Subsidiaries
Indian
Eros International Films 84.0% 88,470 -0.5% 98 - - -0.5% 98
Private Limited
Big Screen Entertainment 0.0% 39 0.2% (38) - - 0.2% (38)
Private Limited
EyeQube Studios Private 0.1% 57 -0.1% 11 - - -0.1% 11
Limited
EM Publishing Private Limited 0.0% (15) 0.0% 4 - - 0.0% 4
Eros Animation Private 0.0% (3) 0.0% (1) - - 0.0% (1)
Limited
Colour Yellow Productions 2.4% 2,576 0.5% (91) - (3) 0.5% (97)
Private Limited
ErosNow Private Limited -0.6% (624) 3.1% (566) 0% 4 2.7% (562)
(formly known as Universal
Power Systems Private
Limited)
Eros International Distribution - - - - - - - -
LLP

Foreign
Digicine PTE Limited -0.8% (825) 5.9% (1,076) -1% 16 5.1% (1,059)
Copsale Limited 84.0% 88,470 -3.3% 597 -2% 56 -3.1% 653

Non controlling interests 1.3% 1,368 0.3% (60) 0.3% (60)

136 ANNUAL REPORT 2020-21

 CORPORATE OVERVIEW | MANAGEMENT REPORT | FINANCIAL MANAGEMENT

Notes
to the consolidated financial statements and other explanatory information

Amount ` in lakhs
Year ended Year ended
31 March 2021 31 March 2020
49 Auditors' remuneration

As auditor
Statutory audit 117 117
Limited review 18 18
Tax audit 10 10
145 145
In other capacity
Other services (certification fees) 1 2
1 2

Total 146 147

50 Based on the information available with the Company, there are no dues payable as at the year end to micro, small and medium
enterprises as defined in The Micro, Small & Medium Enterprises Development Act, 2006. This information has been relied upon by the
statutory auditors of the Company.

51 Post reporting date events

The World Health Organization announced a global health emergency because of a new strain of coronavirus (“COVID-19”) and
classified its outbreak as a pandemic on 11 March 2020. On 24 March 2020, the Indian government announced lockdown across the
country to contain the spread of the virus. Further, lockdown like conditions have been imposed by government to curtail the second
wave in 5 April 2021. This pandemic and response thereon have impacted most of the industries. The impact on future operations
would, to a large extent, depend on how the pandemic further develops and it’s resultant impact on the operations of the Group.
The Management has evaluated the impact on its financial statements and have made appropriate adjustments, wherever required.
The extent of the impact on Group’s operations remains uncertain and may differ from that estimated as at the date of approval of these
consolidated financial statements and will be dictated by the length of time that such disruptions continue, which will, in turn, depend on
the currently unknowable duration of COVID-19 and among other things, the impact of governmental actions imposed in response to
the pandemic. The Group is monitoring the rapidly evolving situation and its potential impacts on the Group’s financial position, results
of operations, liquidity, and cash flows.

52 The Parent company has obtained the lenders approval on 22 June 2021 for resturcuting of the borrowing facilities under the RBI's
Resolution Framework for COVID-19-related Stress dated 6 August 2020 and Resolution Framework for COVID-19-related Stress –
Financial Parameters dated 7 September 2020 with the cut off date of 1 January 2021. The defaults in the repayments of term loans
instalments stands rectified on restructuring of the facilities. The impact of the restructuring has not been considered in these financial
results, pending issue of revised sanction letters and other documents from all bankers. Pursuant to restructuring, the interest rate is
revised to 9% p.a. link to one year MCLR. The revised repayment schedule will be as under:

Amount ` in lakhs
Descriptions FY 21-2022 FY 22-2023 FY 2023-24
Term Loans - 231.00 4,395.00
Funded Interest Term Loans 856.00 1,589.00 -
Working Capital Facilitates 1,606.00 4,417.00 2,008.00

EROS INTERNATIONAL MEDIA LIMITED 137

CONSOLIDATED FINANCIAL STATEMENTS

Notes
to the consolidated financial statements and other explanatory information

53 Leases
Company as a leasee
The company's leased assets primarily consist of offices. Lease of the office premises generally have lease term of 5 years.
(a) The carrying amount of Right to use assets and the movements during the year are given in note 2.
(b) The carrying amount of lease liabilities and the movements during the year:-
Amount in ` Lakhs
Particulars As at As at
31 March 2021 31 March 2020
Opening balance 2,092 -
Addition 2,474 1,331
Accretion of Interest - -
Payment made 592 761
Closing balance 5,158 2,092

(c) The amount relating to leases recognized in statement of profit and loss
Depreciation of right of use of assets 367 463
Interest expense on lease liability' 90 27
Total 457 490

(d) Undiscounted maturity analysis of lease liabilities as at end of the year

Less than 1 year 7
One to five year 5,151
More than 5 year -

54 Authorisation of financial statements

The financial statement for the year ended 31 March 2021 (including comparatives) were approved by the board of directors on 28
June 2021.

As per our report of even date

For Chaturvedi & Shah LLP For and on behalf of Board of Directors
Chartered Accountants
Firm Registration No.: 101720W/W100355

Amit Chaturvedi Sunil Lulla Sunil Srivastav Pradeep Dwivedi

Partner Executive Vice Chairman Non Executive Independent Chief Executive Officer
Membership No: 103141 and Managing Director Director
(DIN: 00243191) (DIN: 00237561)

Farokh P Gandhi Vijay Thaker

Chief Financial Officer Vice President - Company Secretary
and Compliance Officer
Place: Mumbai Place: Mumbai
Date : 28 June 2021 Date : 28 June 2021

138 ANNUAL REPORT 2020-21

 AGM NOTICE

NOTICE OF THE 27TH ANNUAL GENERAL MEETING

Regd. Office: 201, Kailash Plaza, Opp. Laxmi Industrial Estate, Off. Andheri Link Road, Andheri West, Mumbai - 400 053, Maharashtra (India).
Corporate Office: 901/ 902, Supreme Chambers, Off. Veera Desai Road, Andheri West, Mumbai -400053, Maharashtra (India).
Phone: +91 22 66021500 | Fax: +91 22 66021540 | Email: [email protected] | Website: www.eiml.site
CIN: L99999MH1994PLC080502

NOTICE is hereby given that the 27th Annual General Meeting (AGM) of Executive Directors, including Independent Directors, of the
the Members of Eros International Media Limited will be held on Tuesday, Company (i.e. Directors other than the Managing Director and/or
the 28th day of September, 2021 through Video Conferencing/ Other Whole Time Directors) in case of no / inadequate profits, as
Audio-Visual Means ("VC/OAVM") facility, at 3:00 P.M., to transact the calculated under Section 198 of the Act, for the three Financial Years
following business: 2020-21, 2021-22 and 2022-23, in accordance with the limits
prescribed under Schedule V of the Act and the same be paid and
ORDINARY BUSINESS: distributed amongst such Directors in such a manner as the Board
1. To receive, consider and adopt: of Directors may from time to time determine."

a. the Audited Financial Statements of the Company for the 5. Appointment of Mr. Pradeep Dwivedi (DIN: 07780146) as a
financial year ended 31 March 2021, together with the Report Director of the Company
of the Directors' and Auditors thereon; and To consider and if thought fit, to pass, with or without
b. the Audited Consolidated Financial Statements of the modification(s), the following resolution as an Ordinary
Company for the financial year ended 31 March 2021, Resolution:
together with the Report of the Auditors thereon. "RESOLVED THAT pursuant to the provisions of Sections 149, 152
2. To appoint a Director in place of Mr. Kishore Arjan Lulla and other applicable provisions, if any, of the Companies Act, 2013
(DIN: 02303295), who retires by rotation, and being eligible, offers ("the Act") read with the Companies (Appointment and Qualification
himself for re-appointment. of Director) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof, for the time being in force) and Regulation 17
SPECIAL BUSINESS: of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Mr. Pradeep Dwivedi (DIN: 07780146) who was
3. Approval for waiver of excess remuneration paid for the
appointed by the Board of Directors as an Additional Director of the
financial year 2020-2021 to Mr. Sunil Lulla, Executive Vice
Company with effect from 14 August 2021 in terms of Section 161(1)
Chairman & Managing Director of the Company
of the Act, and Article 153 of the Articles of Association of the
To consider and if thought fit, to pass with or without modification(s), Company and who holds office up to the date of this Annual General
the following resolution as a Special Resolution : Meeting of the Company and in respect of whom the Company has
received a notice in writing from a member under Section 160 of the
"RESOLVED THAT pursuant to the provisions of Sections 197 and Act proposing his candidature for the office of Director in addition to
198 read with Schedule V of the Companies Act, 2013 ("the Act") and the Chief Executive Officer of the Company, be and is hereby
other applicable provisions, if any, of the Act and the Companies appointed as a Director of the Company, liable to retire by rotation.
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 (including any statutory modification(s) or re-enactment RESOLVED FURTHER THAT the Nomination and Remuneration
thereof, for the time being in force), and pursuant to the Committee / Board of Director thereof be and is hereby authorized
recommendations of Nomination and Remuneration Committee to do all such acts, deeds, matters and things as may be
and the Board of Directors of the Company and subject to such considered necessary, expedient or desirable to give effect to this
approval as may be required, the approval of the members of the Resolution."
Company be and is hereby accorded to ratify and confirm the
6. Appointment of Mr. Manmohan Kumar Sardana (DIN: 09294639)
waiver of recovery of the excess remuneration amounting to
as an Independent Director of the Company
` 400.16 Lakhs paid to Mr. Sunil Lulla (DIN: 00243191), Executive
Vice Chairman & Managing Director for the financial year 2020- To consider and if thought fit, to pass with or without modification(s),
2021, which is in excess of the limits prescribed under Schedule V of the following resolution as a Special Resolution:
the Act in view of loss for the financial year 2020-2021 and within the
limits as approved by the Members of the Company at their 26th "RESOLVED THAT Mr. Manmohan Kumar Sardana (DIN: 09294639),
Annual General Meeting held on 15 December 2020. who was appointed as an Additional Director of the Company with
effect from 31 August 2021 by the Board of Directors, based on the
RESOLVED FURTHER THAT the Board and/or Company recommendation of the Nomination and Remuneration Committee,
Secretary of the Company, be and are hereby authorised to do all and who holds office upto the date of this Annual General Meeting of
such acts, deeds, matters and things as may be necessary, the Company under Section 161(1) of the Companies Act, 2013
desirable or expedient to give effect to this resolution." ('Act') (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) and Article 153 of the Articles of
4. Payment of remuneration to Independent Director of the
Association of the Company, being eligible for appointment and in
Company in accordance with the provisions of Schedule V of
respect of whom the Company has received a notice in writing
the Act
under Section 160(1) of the Act from a Member proposing his
To consider and if thought fit, to pass with or without modification(s), candidature for the office of Director, be and is hereby appointed as
the following resolution as an Ordinary Resolution: a Director of the Company.
"RESOLVED THAT pursuant to the provisions of Sections 149, 197, RESOLVED FURTHER THAT pursuant to the provisions of
Schedule V and other applicable provisions of the Companies Act, Sections 149, 150, 152 and other applicable provisions, if any, of the
2013 ('the Act') (including any statutory modification(s) or re- Act read with Schedule IV to the Act and the Companies
enactment(s) thereof for the time being in force) and Regulation (Appointment and Qualification of Directors) Rules, 2014, as
17(6) of the Securities and Exchange Board of India (Listing amended from time to time, Regulation 17 and other applicable
Obligations and Disclosure Requirements) Regulations, 2015 regulations of the Securities and Exchange Board of India (Listing
('SEBI Listing Regulations') as amended from time to time, read with Obligations and Disclosure Requirements) Regulations, 2015
the Articles of Association of the Company, consent of the Company ('SEBI Listing Regulations') the appointment of Mr. Manmohan
be and is hereby accorded for payment of remuneration to the Non- Kumar Sardana, meets the criteria for independence as provided in

EROS INTERNATIONAL MEDIA LIMITED 139

AGM NOTICE

Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing (iv) The conversion right reserved as aforesaid may be exercised
Regulations and who has submitted a declaration to that effect, and by the Lenders on one or more occasions according to the
who is eligible for appointment as an Independent Director of the provisions of the common loan agreement or any other
Company, for a term of Five (5) consecutive years from the financing documents executed in relation to the Restructured
conclusion of this 27th Annual General Meeting till the conclusion of Facilities.
32nd Annual General Meeting of the Company to be held in the
RESOLVED FURTHER THAT the consent of members is hereby
Calendar Year 2026 and who would not be liable to retire by rotation,
given for any amendment, change, modification to the
be and is hereby approved.
Memorandum of Association and Articles of Association of the
RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of Company to give effect to the above resolution.
SEBI Listing Regulations and other applicable provisions, if any, of
RESOLVED FURTHER THAT the Board be and is hereby
the Act and the applicable Rules framed thereunder, consent of
authorised to finalize the terms and conditions to convert the Loan
Members be and is hereby accorded for appointing / continuing the
into equity shares of the Company on the terms specified in the
directorship of Mr. Manmohan Kumar Sardana who has exceeded
financing documents.
the age of 75 years as an Independent Director.
RESOLVED FURTHER THAT for the purpose of giving effect to the
RESOLVED FURTHER THAT any Director and/or the Company
above resolution and matters flowing from, connected with and
Secretary of the Company be and is hereby authorised to do all
incidental to any of the matters mentioned in the aforesaid
acts, deeds and things including filings with the appropriate
resolution, the Board of Directors be and is hereby authorized on
authorities and take steps as may be deemed necessary, proper or
behalf of the Company to take all actions and to do all such acts,
expedient to give effect to this Resolution and matters incidental
deeds, matters and things as it may, in its absolute discretion, deem
thereto."
necessary, desirable or expedient to create, offer, issue and allot the
7. Conversion of Loan into Equity Shares aforesaid fully paid up equity shares and to resolve and settle all
questions and difficulties or doubts that may arise in this regard
To consider and if thought fit, to pass with or without modification(s), including in the proposed allotment, utilization of the proceeds and
the following resolution as an Ordinary Resolution: to do all acts, deeds and things in connection therewith as the
"RESOLVED THAT pursuant to Section 62 (3) of the Companies Board may in its absolute discretion deem fit, without being required
Act, 2013 ("the Act") and any other applicable provisions of the Act to seek any further consent or approval of the shareholders or
and rules made thereunder and in accordance with the otherwise to the end and intent that they shall be deemed to have
Memorandum of Association and Articles of Association of the given their approval thereto expressly by the authority of this
Company, and subject to all such consent(s), permission(s), resolution."
sanction(s) of the concerned authorities, as may be required, RESOLVED FURTHER THAT the Board be and is hereby
including any such condition(s) and modification(s) as may be authorised to offer, issue and allot from time to time to the Lenders
prescribed or imposed, while granting such consent(s), permission such number of equity shares for conversion of such portion of the
(s), the consent of the members be and is hereby accorded to the Loans as may be desired by the Lenders on the terms and
Board of Directors of the Company for conversion of the conditions under the common loan agreement and other financing
outstanding amount of the Restructured Facilities along with documents.
interest and any other outstanding secured obligation, in relation to
the Restructured Facilities (whether then due and payable or not) RESOLVED FURTHER THAT the Board of Directors are also
(the "Loan") as on that date of conversion in accordance with the authorized to increase the authorized share capital of the Company
terms of the Sanction Letter, at the valuation as per the applicable accordingly and will take necessary steps to complete the
provisions of the Act, as amended from time to time and the compliance in this regard.
Income-tax Act, 1961, as amended from time to time and in
RESOLVED FURTHER THAT the Board be and is hereby
accordance with the following conditions:
authorised to accept such modifications and to accept such terms
(i) the conversion right reserved as aforesaid shall be exercised and conditions as may be imposed or required by the Lenders
by the Lenders only in case the default in repayment of arising from or incidental to the aforesaid terms providing for such
loan/advances or in the payment off the interest thereon or option and execute such deeds and things as may be necessary to
any agreed installments of loan is not corrected within 30 give effect to this resolution.
days.
RESOLVED FURTHER THAT the Board be and is hereby also
(ii) on receipt of the Notice of Conversion, the Company shall, authorised to delegate all or any of the power herein conferred by
subject to the provisions of financing documents, issue and this resolution on it, to any committee of Directors or person or
allot the requisite number of fully paid up equity shares to the persons, as it may in its absolute discretion deem fit on order to give
Lenders or any other person identified by the Lenders as from effect to this resolution.
the date of conversion and the Lenders shall accept the same
RESOLVED FURTHER THAT the copies of the foregoing
in satisfaction of the part of the Loan so converted.
resolutions, certified to be true by any one of the directors of the
(iii) the part of the Loan so converted shall cease to carry interest Company, be furnished to the Lenders and their consultants or
as from the date of conversion and the Restructured Facilities agents."
shall stand correspondingly reduced. Upon such conversion,
By Order of the Board of Directors
the repayment installments of the Restructured Facilities
For Eros International Media Limited
payable after the date of conversion as per the financing
documents shall stand reduced proportionately by the
amount of the Loan so converted. The equity shares so
allotted and issued to the Lenders or such other person Vijay Thaker
identified by the Lenders shall carry, from the date of Vice President- Company Secretary &
conversion, the right to receive proportionately the dividends Compliance Officer
declared in respect of the equity capital of the Company. Save Date: 14 August 2021
as aforesaid, the said shares shall rank pari passu with the Place: Mumbai
existing equity shares of the Company in all respects,
provided, further that the Company shall increase, if required,
the authorized share capital of the Company to satisfy the
conversion for the time being available to the Lenders.

140 ANNUAL REPORT 2020-21

 AGM NOTICE

NOTES 10. Members are requested to intimate changes, if any, pertaining to

their name, postal address, telephone/ mobile numbers,
1. In view of the outbreak of the COVID-19 pandemic, Ministry of
Permanent Account Number (PAN), mandates, nominations, power
Corporate Affairs ("MCA") has vide its Circular dated 5 May 2020
of attorney, to their Depository Participants ("DPs") in case the
read with circulars dated 8 April 2020, 13 April 2020 and 13 January
shares are held by them in dematerialized form and to the Registrar
2021 (collectively referred to as "MCA Circulars") permitted the
and Share Transfer Agents of the Company i.e. Link Intime India
holding of the ("AGM") through VC/OAVM, without the physical
Private Limited in case the shares are held by them in physical form.
presence of the Members at a common venue. In compliance with
the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing 11. Members seeking any information/desirous of asking any
Obligations and Disclosure Requirements) Regulations, 2015 questions at the Meeting with regard to the accounts or any matter
("SEBI Listing Regulations") and MCA Circulars, the AGM of the to be placed at the Meeting are requested to send email to the
Company is being held through VC/OAVM. Company at [email protected] at least 10 days
before the Meeting. The same will be replied by the Company
2. The Explanatory Statement pursuant to Section 102 of the
suitably.
Companies Act, 2013 ("the Act") in respect of the special business
set out at Item Nos. 3 to 7 of this Notice is annexed as Annexure I. 12. Information and other instructions relating to e-voting are as under
The relevant details as required under Regulation 26(4) and 36(3) of
i. Pursuant to the provisions of Section 108 and other
the SEBI Listing Regulations and Secretarial Standard-2 (SS-2), in
applicable provisions of the Act and Rule 20 of the Companies
respect of Director seeking appointment/re-appointment/fixation of
(Management and Administration) Rules, 2014, as amended
remuneration at this AGM is annexed as Annexure II.
and Regulation 44 of the SEBI Listing Regulations, MCA
3. A Member entitled to attend and vote at the Meeting is entitled to Circulars and SEBI Circular the Company is pleased to
appoint one or more proxies to attend and vote on his/ her behalf provide its Members facility to exercise their right to vote on
and the proxy need not be a Member of the Company. However, resolutions proposed to be passed in the Meeting by
pursuant to MCA Circulars and SEBI Circular, the AGM will be held electronic means.
through VC/OAVM and the physical attendance of Members in any
ii. The Company has engaged the services of Central
case has been dispensed with. Accordingly, the facility for
Depository Services (India) Limited ("CDSL") to provide
appointment of proxies by the Members will not be available for the
evoting facility to the Members.
Meeting and hence the Proxy Form is not annexed to this Notice.
iii. Voting rights shall be reckoned on the paid-up value of shares
4. Pursuant to Section 113 of the Act representatives of Corporate
registered in the name of the Member/ beneficial owner (in
Members may be appointed for the purpose of voting through
case of electronic shareholding) as on the cut-off date, i.e.,
remote e-voting or for participation and voting in the Meeting to be
Tuesday, 21 September 2021. A person who is not a Member
conducted through VC/OAVM. Corporate Members intending to
as on the cut-off date should treat this Notice for information
attend the Meeting through their authorised representatives are
purposes only.
requested to send a Certified True Copy of the Board Resolution
and Power of Attorney, (PDF/ JPG Format) if any, authorizing its iv. A person, whose name is recorded in the Register of
representative to attend and vote on their behalf at the Meeting. The Members or in the register of beneficial owners maintained by
said Resolution/Authorisation shall be sent to the Company by the depositories as on the cut-off date, i.e., Tuesday, 21
email through its registered email address, i.e. September 2021, only shall be entitled to avail the facility of e-
[email protected]. voting.
5. In compliance with the aforesaid MCA Circulars and SEBI Circular, v. Members who are holding shares in physical form or who
Notice of the Meeting along with the Annual Report for FY 2020-21 is have not registered their email address with the Company/
being sent only through electronic mode to those Members whose Depository or any person who acquires shares of the
email addresses are registered with the Company/ Depositories. Company and becomes a Member of the Company after the
Members may note that the Notice and Annual Report for FY 2020- Notice has been sent electronically by the Company, and holds
21 will also be available on website of the Company, i.e. shares as on the cut-off date, i.e. Tuesday, 21 September 2021;
www.eiml.site, website of the Stock Exchanges i.e. BSE Limited and such Member may obtain the User ID and password by sending
National Stock Exchange of India Limited at www.bseindia.com and a request at [email protected] or may
www.nseindia.com respectively, and on the website of the CDSL temporarily get their email registered with the Company's
www.evotingindia.com. Registrar and Share Transfer Agent, Link Intime India Private
Limited. In case of any queries, members may contact
6. The business set out in the Notice will be transacted through
Company's Registrar and Share Transfer Agent, Link Intime
electronic voting system and the Company is providing facility for
India Private Limited, Unit - Eros International Media Limited,
voting by electronic means. Instructions and other information
C-101, 247 Park, L.B.S Marg, Vikhroli (West), Mumbai 400 083.
relating to e-voting are given in this Notice under Note No. 12.
It is further clarified that for permanent registration of Email
7. Members attending the Meeting through VC/OAVM shall be
address, Members are required to register their Email
counted for the purpose of reckoning the quorum under Section 103
address in respect of Electronic holdings with their concerned
of the Act.
Depository Participant(s) and in respect of Physical Holdings
8. Relevant documents referred to in the accompanying Notice and with the Company's Registrar and Share Transfer Agent, Link
the Explanatory Statement, Registers and all other documents will Intime India Private Limited by sending an email at
be available for inspection in electronic mode during business [email protected] or at Co's email Id
hours on all days except Saturdays, Sundays and public holidays [email protected] by following due procedure.
upto the date of the AGM. Members can inspect the same by sending
However, if a Member is already registered with CDSL for e-
an email to the Company at [email protected].
voting then existing User ID and password can be used for
9. Notice is also given under Section 91 of the Act read with Regulation casting vote
42 of the SEBI Listing Regulations, that the Register of Members
vi. Mr. Suhas Ganpule, Practicing Company Secretary,
and the Share Transfer Book of the Company will remain closed
(Membership No. 12122, CP No: 5722) proprietor of S G. &
from Tuesday, 21 September 2021 to Tuesday, 28 September 2021
Associates has been appointed as the Scrutinizer for
(both days inclusive).

EROS INTERNATIONAL MEDIA LIMITED 141

AGM NOTICE

providing facility to the members of the Company to scrutinize Type of

the voting and remote e-voting process in a fair and
Login Method
shareholders
transparent manner.
Individual 1) Users of who have opted for CDSL's Easi / Easiest
vii. The Scrutinizer, after scrutinizing the votes, will, not later than Shareholders facility, can login through their existing user id and
forty eight hours from the conclusion of the Meeting; make a holding password. Option will be made available to reach
consolidated scrutinizer's report which shall be placed on the securities in e-Voting page without any further authentication.
website of the Company, i.e. www.eiml.site and on the Demat mode The URLs for users to login to Easi / Easiest are
website of CDSL. The results shall simultaneously be with CDSL https://web.cdslindia.com/myeasi/home/login or
communicated to the Stock Exchanges. www.cdslindia.com and click on Login icon and
select New System Myeasi.
viii. Subject to receipt of requisite number of votes, the resolutions
shall be deemed to be passed on the date of the Meeting, i.e. 2) After successful login the Easi / Easiest user will
Tuesday, 28 September 2021. be able to see the e-voting Menu. On clicking the
e-voting menu, the user will be able to see the
ix. Information and other instructions relating to e-voting are as
respective e-voting service provider i.e. CDSL/
under
NSDL/ KARVY/ LINK INTIME as per information
a) The remote e-voting facility will be available during the provided by Issuer / Company. Additionally, we are
following period: providing links to e-voting Service Providers, so
that the user can visit the e-voting service
Commencement of e-voting: From 9:00 a.m. (IST) on
providers' site directly.
Friday, 24 September 2021. End of e-voting: Up to 5:00
p.m. (IST) on Monday, 27 September 2021. The remote e- 3) If the user is not registered for Easi/Easiest, option
voting will not be allowed beyond the aforesaid date and to register is available at https://web.cdslindia.
time and the e-voting module shall be disabled by CDSL com/myeasi./Registration/ EasiRegistration
upon expiry of the aforesaid period.
4) Alternatively, the user can directly access e-voting
b) The Members who have cast their vote by remote e-voting page by providing Demat Account Number and
prior to the Meeting may also attend/ participate in the PAN No. from a link in www.cdslindia.com home
Meeting through VC/OAVM but shall not be entitled to page or click on https://evoting.cdslindia.com/
cast their vote again. Evoting/EvotingLogin. The system will authenti-
c) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ cate the user by sending OTP on registered Mobile
CIR/P/2020/242 dated 09.12.2020, under Regulation 44 & Email as recorded in the Demat Account. After
of SEBI (Listing Obligations and Disclosure successful authentication, user will be provided
Requirements) Regulations, 2015, listed entities are links for the respective ESP where the e-voting is in
required to provide remote e-voting facility to its progress during or before the AGM.
shareholders, in respect of all shareholders' resolutions. Individual 1) If you are already registered for NSDL IDeAS
However, it has been observed that the participation by Shareholders facility, please visit the e-Services website of
the public non-institutional shareholders/retail holding NSDL. Open web browser by typing the following
shareholders is at a negligible level. securities in URL: https://eservices.nsdl.com either on a
Currently, there are multiple e-voting service providers demat mode Personal Computer or on a mobile. Once the home
(ESPs) providing e-voting facility to listed entities in India. with NSDL page of e-Services is launched, click on the
This necessitates registration on various ESPs and "Beneficial Owner" icon under "Login" which is
maintenance of multiple user IDs and passwords by the available under 'IDeAS' section. A new screen will
shareholders. open. You will have to enter your User ID and
Password. After successful authentication, you will
In order to increase the efficiency of the voting process, be able to see e-voting services. Click on "Access
pursuant to a public consultation, it has been decided to to e-voting" under e-voting services and you will be
enable e-voting to all the demat account holders, by way able to see e-voting page. Click on company name
of a single login credential, through their demat accounts/ or e-voting service provider name and you will be
websites of Depositories/ Depository Participants. Demat re-directed to e-voting service provider website for
account holders would be able to cast their vote without casting your vote during the remote e-voting
having to register again with the ESPs, thereby, not only period or joining virtual meeting & voting during the
facilitating seamless authentication but also enhancing meeting.
ease and convenience of participating in e-voting
process. 2) If the user is not registered for IDeAS e-Services,
option to register is available at
d) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/ https://eservices.nsdl.com. Select "Register Online
P/2020/242 dated 9 December 2020 on e-voting facility for IDeAS "Portal or click at https://eservices.nsdl.
provided by Listed Companies, Individual shareholders com/SecureWeb/IdeasDirectReg.jsp
holding securities in demat mode are allowed to vote
through their demat account maintained with Deposit- 3) Visit the e-voting website of NSDL. Open web
ories and Depository Participants. Shareholders are browser by typing the following URL:
advised to update their mobile number and email Id in https://www.evoting.nsdl.com/ either on a
their demat accounts in order to access e-voting facility. Personal Computer or on a mobile. Once the home
page of e-voting system is launched, click on the
Pursuant to above said SEBI Circular, Login method for e- icon "Login" which is available under 'Shareholder /
voting and joining virtual meetings for Individual Member' section. A new screen will open. You will
shareholders holding securities in Demat mode is given have to enter your User ID (i.e. your sixteen digit
below: demat account number held with NSDL),
Password/OTP and a Verification Code as shown

142 ANNUAL REPORT 2020-21

 AGM NOTICE

Type of 5) If you are holding shares in demat form and had logged
Login Method on to www.evotingindia.com and voted on an earlier
shareholders
voting of any company, then your existing password is to
on the screen. After successful authentication, you
be used.
will be redirected to NSDL Depository site wherein
you can see e-voting page. Click on company 6) If you are a first time user follow the steps given below:
name or e-voting service provider name and you
will be redirected to e-voting service provider For Shareholders holding shares in Demat Form
website for casting your vote during the remote e- other than individual and Physical Form
voting period or joining virtual meeting & voting PAN Enter your 10 digit alpha-numeric PAN issued by
during the meeting. Income Tax Department (Applicable for both demat
You can also login using the login credentials of your shareholders as well as physical shareholders)
Individual
Shareholders demat account through your Depository Participant Shareholders who have not updated their PAN with the
(holding registered with NSDL/CDSL for e-voting facility. After Company/Depository Participant are requested to use
securities in successful login, you will be able to see e-voting option. the sequence number sent by Company/RTA or
demat mode) Once you click on e-voting option, you will be contact Company/RTA.
login through redirected to NSDL/CDSL Depository site after
their successful authentication, wherein you can see e- Dividend Enter the Dividend Bank Details or Date of Birth (in
Depository voting feature. Click on company name or e-voting Bank Details dd/mm/yyyy format) as recorded in your demat
Participants service provider name and you will be redirected to e- OR account or in the company records in order to login.
voting service provider's website for casting your vote Date of Birth
(DOB) If both the details are not recorded with the depository
during the remote e-voting period or joining virtual
or company please enter the member id / folio number
meeting & voting during the meeting.
in the Dividend Bank details field as mentioned in
instruction (v).
Important note : Members who are unable to retrieve User ID/
Password are advised to use Forget User ID and Forget Password
option available at abovementioned website. f) After entering these details appropriately, click on
"SUBMIT" tab.
Helpdesk for Individual Shareholders holding securities in
demat mode for any technical issues related to login through g) Members holding shares in physical form will then reach
Depository i.e. CDSL and NSDL directly the Company selection screen. However,
members holding shares in demat form will now reach
Login type Helpdesk details 'Password Creation' menu wherein they are required to
mandatorily enter their login password in the new
Individual Shareholders Members facing any technical issue in login password field. Kindly note that this password is to be
holding securities in can contact CDSL helpdesk by sending a also used by the demat holders for voting for resolutions
Demat mode with request at [email protected] of any other company on which they are eligible to vote,
CDSL or contact at 022- 23058738 and 22- provided that company opts for e-voting through CDSL
23058542-43. platform. It is strongly recommended not to share your
Individual Shareholders Members facing any technical issue in login password with any other person and take utmost care to
holding securities in can contact NSDL helpdesk by sending a keep your password confidential.
Demat mode with request at [email protected] or call at toll h) For Members holding shares in physical form, the details
NSDL free no.: 1800 1020 990 and 1800 22 44 30 can be used only for e-voting on the resolutions contained
in this Notice.
e) Login method for e-voting and joining virtual meeting for
shareholders other than individual shareholders & i) Click on the EVSN of the "EROS INTERNATIONAL MEDIA
physical shareholders. LIMITED".

1) The shareholders should log on to the e-voting website j) On the voting page, you will see "RESOLUTION
www.evotingindia.com. DESCRIPTION" and against the same the option
"YES/NO" for voting. Select the option YES or NO as
2) Click on "Shareholders" module. desired. The option YES implies that you assent to the
3) Now Enter your User ID Resolution and option NO implies that you dissent to the
Resolution.
a. For CDSL: 16 digits beneficiary ID,
k) Click on the "RESOLUTIONS FILE LINK" if you wish to view
b. For NSDL: 8 Character DP ID followed by 8 Digits the entire Resolution details.
Client ID,
l) After selecting the resolution you have decided to vote on,
c. Members holding shares in Physical Form should click on "SUBMIT". A confirmation box will be displayed. If
enter Folio Number registered with the Company OR you wish to confirm your vote, click on "OK", else to
Alternatively, if you are registered for CDSL's change your vote, click on "CANCEL" and accordingly
EASI/EASIEST e-services, you can log-in at modify your vote.
https://www.cdslindia.com from Login - Myeasi using
your login credentials. Once you successfully log-in to m) Once you "CONFIRM" your vote on the resolution, you will
CDSL's EASI/EASIEST e-services, click on e-voting not be allowed to modify your vote.
option and proceed directly to cast your vote
n) You can also take out print of the voting done by you by
electronically.
clicking on "Click here to print" option on the Voting page.
4) Next enter the Image Verification as displayed and Click
o) If Demat account holder has forgotten the changed
on Login.
password then enter the User ID and the image

EROS INTERNATIONAL MEDIA LIMITED 143

AGM NOTICE

verification code and click on Forgot Password & enter 14. Share transfer documents and all correspondence relating thereto,
the details as prompted by the system. should be addressed to the Link Intime India Private Limited, Unit -
Eros International Media Limited, C-101, 247 Park, L.B.S Marg,
p) If you have any queries or issues regarding attending AGM
Vikhroli (West), Mumbai 400 0839, Registrars and Transfer Agent of
& e-voting from the e-voting System, you may refer the
the Company.
Frequently Asked Questions ("FAQs") and e-voting manual
available at www.evotingindia.com, under help section or 15. To prevent fraudulent transactions, Members are advised to
write an email to [email protected] or exercise due diligence and notify the Company of any change in
contact Mr. Nitin Kunder (022- 23058738 ) or Mr. Mehboob address or demise of any Member as soon as possible. Members
Lakhani (022-23058543) or Mr. Rakesh Dalvi (022- are also advised not to leave their demat account(s) dormant for
23058542). long. Periodic statement of holdings should be obtained from the
concerned DP and holdings should be verified
q) All grievances connected with the facility for voting by
electronic means may be addressed to Mr. Rakesh Dalvi, 16. SEBI has mandated the submission of PAN by every participant of
Manager, (CDSL) Central Depository Services (India) the securities market. Members holding shares in dematerialised
Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill form are, therefore, requested to submit their PAN to their DPs with
Compounds, N M Joshi Marg, Lower Parel (E), Mumbai - whom they are maintaining their demat accounts. Members holding
400013 or send an email to [email protected] shares in physical form can submit their PAN details to the
or call on 022-23058542/43 Company/ Link Intime India Private Limited
r) Note for Non - Individual Shareholders and Custodians 17. As mandated by SEBI, effective 1 April 2019 except in case of
transmission or transposition of securities, requests for effecting
• Non-Individual shareholders (i.e. other than
transfer of securities shall not be processed unless the securities
Individuals, HUF, NRI etc.) and Custodian are required
are held in dematerialised mode with a depository. Accordingly, the
to log on to www.evotingindia.com and register
Members of the Company were requested to open a demat account
themselves as Corporate.
and submit physical securities to their DPs.
• A scanned copy of the Registration Form bearing the
18. As per Regulation 40(7) of the Listing Regulations, read with
stamp and sign of the entity should be emailed to
Schedule VII to the said Regulations, for registration of transfer of
[email protected].
shares, the transferee(s) as well as transferor(s) shall mandatorily
• After receiving the login details a Compliance User furnish copies of their Income Tax PAN Card. Additionally, for
should be created using the admin login and securities market transactions and / or for off market / private
password. The Compliance User would be able to link transactions involving transfer of shares in physical mode for listed
the account(s) for which they wish to vote on. Companies, it shall be mandatory for the transferee(s) as well as
transferor(s) to furnish copies of PAN Card to the Company/ Link
• The list of accounts linked in the login should be Intime India Private Limited for registration of such transfer of
mailed to [email protected] and on shares. In case of transmission of shares held in physical mode, it is
approval of the accounts they would be able to cast mandatory to furnish a copy of the PAN Card of the legal heir(s) /
their vote. nominee(s). In exceptional cases, the transfer of physical shares is
• A scanned copy of the Board Resolution and Power of subject to the procedural formalities as prescribed under SEBI
Attorney (POA) which they have issued in favour of the Circular No. SEBI/HO/MIRSD/DOS3/CIR/P/2018/139 dated 6
Custodian, if any, should be uploaded in PDF format in November 2018.
the system for the scrutinizer to verify the same. 19. Pursuant to Section 72 of the Companies Act, 2013, Members are
• Alternatively Non Individual shareholders are required entitled to make a nomination in respect of shares held by them.
to send the relevant Board Resolution/ Authority letter Members desirous of making a nomination, pursuant to the Rule
etc. together with attested specimen signature of the 19(1) of the Companies (Share Capital and Debentures) Rules,
duly authorized signatory who are authorized to vote, 2014 are requested to send their requests in Form No. SH- 13, to
to the Scrutinizer and to the Company at the email Link Intime India Private Limited. Further, Members desirous of
address viz; [email protected], if they cancelling/varying nomination pursuant to the Rule 19(9) of the
have voted from individual tab & not uploaded same in Companies (Share Capital and Debentures) Rules, 2014, are
the CDSL e-voting system for the scrutinizer to verify requested to send their requests in Form No. SH-14, to Link Intime
the same. India Private Limited. These forms will be made available on
request.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL
ADDRES SES ARE NOT REGISTERED WITH THE 20. Since the Meeting will be held through VC/OAVM, the Route Map
DEPOSITORIES & COMPANY/RTA : and Attendance Slip are not annexed to this Notice

a. For Physical shareholders- please provide necessary details INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE
like Folio No., Name of shareholder, scanned copy of the MEETING THROUGH VC/OAVM ARE AS UNDER:
share certificate (front and back), PAN (self-attested scanned 1. Shareholder will be provided with a facility to attend the Meeting
copy of PAN card), AADHAR (self-attested scanned copy of through VC/OAVM through the CDSL e-voting system. Share-
Aadhar Card) by email to Company/RTA email id. holders may access the same at https://www.evotingindia.com
b. For Demat shareholders - Please update your email id & under Shareholders/Members login by using the remote e-voting
mobile no. with your respective Depository Participant (DP) credentials. The link for VC/OAVM will be available in Shareholders/
Members login where the EVSN of the Company will be displayed.
c. For Individual Demat shareholders - Please update your email
id & mobile no. with your respective Depository Participant 2. The Members can join the Meeting through VC/OAVM mode 15
(DP) which is mandatory while e-voting & joining virtual minutes before and after the scheduled time of the commencement
meetings through Depository. of the Meeting by following the procedure mentioned in the Notice.
The facility of participation at the Meeting through VC/OAVM will be
13. In case of joint holders, the Member whose name appears as the made available to at least 1000 members on first come first served
first holder in the order of names as per the Register of Members of basis. However the participation of large Shareholders
the Company will be entitled to vote at the Meeting.

144 ANNUAL REPORT 2020-21

 AGM NOTICE

(Shareholders holding 2% or more shareholding), Promoters, Shareholders who have registered themselves as a speaker will
Institutional Investors, Directors, Key Managerial Personnel, the only be allowed to express their views/ask questions during the
Chairpersons of the Audit Committee, Nomination and Meeting.
Remuneration Committee and Stakeholders Relationship
7. The Shareholders who have not registered themselves can put the
Committee, Auditors etc. are not restricted on first come first served
question on the chatbox available on the screen at the time of the
basis.
Meeting.
3. Shareholders are encouraged to join the Meeting through Laptops /
8. Members who need technical assistance before or during the
IPads for better experience
Meeting can send an email to [email protected] or
4. Further Shareholders will be required to allow Camera and use call 1800225533.
Internet with a good speed to avoid any disturbance during the
Meeting.
By Order of the Board of Directors
5. Please note that Participants Connecting from Mobile Devices or
For Eros International Media Limited
Tablets or through Laptop connecting via Mobile Hotspot may
experience Audio/Video loss due to Fluctuation in their respective
network. It is therefore recommended to use Stable Wi-Fi or LAN
Connection to mitigate any kind of aforesaid glitches. Vijay Thaker
Vice President- Company Secretary &
6. Members who would like to express their views or ask questions Compliance Officer
during the Meeting may register themselves as a speaker by
sending their request from their registered email address Date: 14 August 2021
mentioning their name, DP ID and Client ID/folio number, PAN, Place: Mumbai
mobile number at [email protected]. Those

EROS INTERNATIONAL MEDIA LIMITED 145

AGM NOTICE

Annexure I to the Notice

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102
OF THE COMPANIES ACT, 2013

Item No. 3: With the enhanced Corporate Governance requirements under the Act
th and the SEBI Listing Regulations coupled with the size, complexity and
The Company at its 26 Annual General Meeting re-appointed Mr. Sunil global operations of Eros Group, the role and responsibilities of the
Lulla, as Executive Vice Chairman & Managing Director of the Company Board, particularly Independent Directors has become more onerous,
for a period of five years with effect from 28 September 2020 till 27 requiring greater time commitments, attention as also a higher level of
September 2025, by means of Special Resolution passed by the oversight. In view of the above, to incentivize them for their time,
Members at 26th AGM of the Company held on 15 December 2020 on the contribution rich experience and critical guidance provided, including at
terms and conditions including payment of remuneration as mentioned the Board and Committee meetings and pursuant to the amended
therein. provisions of Sections 149(9), 197(3) and Section II of Part II of Schedule V
On account of COVID-19 outbreak, the Company was unable to release of the Act and based on the recommendations of the NRC at its meeting
its films in theatres due to total lockdown or operations of theatres with held on 18 May 2021, the Board of Directors at its meeting held on 28 June
limited capacity. Owing to the above, it has adversely impacted the 2021 have recommended and approved payment of remuneration to the
revenue and profitability of the Company during financial year 2020-21 Non-Executive Directors (including Independent Directors) of the
and it is possible that the Company may also have inadequate profits in Company within the limits prescribed under Section II of Part II of
coming years. Schedule V of the Act for the Financial Years 2020-21, 2021-22 and 2022-
23 in case of inadequacy of profits/ losses for in any of the said financial
As a result of the above, the remuneration paid to Mr. Sunil Lulla for the year(s).
financial year 2020-21 exceeded the limits specified under Section 197 of
the Companies Act, 2013 (the Act) read with Schedule V thereto. Pursuant STATEMENT CONTAINING ADDITIONAL INFORMATION AS
to Section 197(10) of the Act, the members of the Company can waive the REQUIRED UNDER SCHEDULE V TO THE ACT
recovery of excess remuneration by passing a special resolution. I. GENERAL INFORMATION:
The management of the Company believes that the remuneration as A) Nature of Industry
previously approved by the members of the Company and paid to
Mr. Sunil Lulla is justified in terms of their key role within the Company. The Indian Media and Entertainment ("M&E") sector fell 24% in
the calendar year 2020 to ` 1.38 trillion (US$ 18.9 billion). The
The Nomination and Remuneration Committee and the Board have at report estimated, basis the improvement seen in the last
their respective meeting(s) held on 28 June 2021, subject to the approval quarter of 2020, that the sector would grow 25% in the
of the members of the Company, accorded their approvals for waiver of calendar year 2021, to ` 1.73 trillion (US$ 23.7 billion), and
the recovery of excess managerial remuneration paid by the Company to would continue on the growth trajectory to the calendar year
Mr. Sunil Lulla and, in the interest of the Company have also 2023, growing 17% CAGR (from 2020) to ` 2.23 trillion.
recommended the aforesaid resolution as set out in this Notice for However, given that these expectations were prior to India's
approval of the Members. second COVID-19 wave in April-May '21, these expectations
Accordingly, it is proposed that approval of the members of the Company may be severely impacted.
by way of a special resolutions be obtained for the waiver of recovery of Television proved to be resilient and continued to be the
excess remuneration paid to Mr. Sunil Lulla. largest segment, Digital Media overtook the print segment as
The Company has as on date not defaulted in payment of dues to any the second-largest segment, the only segment that saw
bank or public financial institution or non-convertible debenture holders or growth during this period. However, most of this growth came
other secured creditor, if any. from record growth in subscription revenue, while revenue
from advertising for digital media continued to be stable over
None of the Directors and / or Key Managerial Personnel of the Company 2019.
and their relatives except Mr. Sunil Lulla and Mr. Kishore Lulla and their
relatives to the extent of their shareholding interest, if any are concerned Digital media grow by 6.5% to reach ` 235 billion and is
or interested, financially or otherwise, in the resolution set out at item No. 3 projected to grow at 22% CAGR to reach ` 425 billion by 2023.
of the accompanying Notice. In 2020, owing to the pandemic due to the subsequent
lockdowns, the revenues from digital subscriptions grew 49%
Item No. 4: to reach ` 43.5 billion. The lockdowns significantly impacted
The Members at the 21st Annual General Meeting held on 3 September the creation of fresh content on television, especially in the
2015 had approved, under the provisions of Section 197 and other first three quarters of 2020.
applicable provisions of the Act, payment of commission to the Non- B) Date of commencement of commercial production:
Executive Directors, an amount not exceeding 1% of the net profits of the
Company in terms of Section 197 of the Act, computed in accordance The Company was incorporated on 19 August 1994.
with the provisions of Section 198 of the Act or such other percentage as Immediately after incorporation, the Company had engaged
may be specified from time to time. However, taking into consideration the in the activities of production and distribution of films and
financial loss of the Company, no commission was paid to the Non- other entertainment programs.
Executive Directors for FY 2019-20. The Company has incurred a loss as C) In case of new companies, expected date of commence-
computed under Section 198 of the Act and therefore no commission ment of activities as per project approved by financial
would be payable to the Non-Executive Directors for FY 2020-21. institutions appearing in the prospectus: Not Applicable
With the recent amendments in Sections 149(9), 197(3) and Section II of D) Financial performance based on given indicators:
Part II of Schedule V of the Act notified by MCA vide circulars dated 18
March, 2021, companies having no / inadequate profits can pay (` in Lakhs)
remuneration to its Non-Executive Directors (including Independent Particulars FY 2020-21 FY 2019-20 FY 2018-19
Directors) within the limits based on the 'effective capital' of a company in Revenue from Operations (Net) 24,450 66,900 83,564
accordance with the provisions contained in the amended Schedule V to
the Act. Profit/(Loss) Before Tax (15,847) (137,784) 13,677
Profit/(Loss) After Tax (16,983) (116,073) 8,736

146 ANNUAL REPORT 2020-21

 AGM NOTICE

E) Foreign investments or collaborators, if any: theaters on 26 March 2021. However due to second wave of
COVID the said release was also impacted. Considering the
The Company has not entered into any material foreign present circumstances of COVID-19 pandemic, we are left
collaboration and no direct capital investment has been made with no option but to defer the release of our above said film
in the Company. Foreign investors, mainly comprising FIIs indefinitely till the situation is improved, so that revenues of
holders, are investors in the Company on account of past our said film can be optimized and improve our cashflows to
issuances of securities and secondary market purchases. better serve our commitments to our stakeholders.
II. Given below is the information about the appointees as B. Steps taken or proposed to be taken for improvement:
required under Schedule V of the Act, the effective capital of
the Company for various financial years as applicable to the The Company holds in its library aggregated rights to more
Non-Executive Directors and the maximum amount of than 2,000 films, including both recent titles, as well as classic
remuneration that may be payable to them: titles that span different genres, budgets and languages. In
addition, the Company has also co-produced/acquired a
Name of Director Mr. Dhirendra Mr. Sunil Ms. Bindu portfolio of over 130+ new films over the years.
Swarup Srivastav Saxena
This impressive library and its monetization through various
Background Details, Job The details for each of these Directors channels, including Satellite TV, Overseas, In-flight and other
Profile, Suitability, can be found on the website of the channels, provide Company with multiple sources of revenue.
Recognition and Rewards company at www.eiml.site. Please also The Company has also started formulating innovative ways of
refer to the Report on Corporate updating its existing content libraries. Given a rise in demand
Governance, which forms part of this for content and increasing viewership on OTT platforms,
Annual Report. coupled with the limited production of new content, existing
Date of appointment in the 10/02/2010 23/05/2018 26/09/2019 library content is likely to become more valuable.
Company
C. Expected increase in productivity and profits in
Past Remuneration (Amount in `) - measurable terms:

FY 2019-20 7,20,000 3,60,000 80,000 We believe all the initiatives listed above will bring and create
further value for our shareholders. It will also enhance the
FY 2018-19 55,56,209 3,20,000 Nil revenue potential of the Group, resulting in better and
FY 2017-18 improved profit for the companies of the Eros Group.
31,67,500 Nil Nil
*Maximum amount of Regulation 17(6) of the SEBI Listing Regulations authorises the Board of
24,00,000 24,00,000 24,00,000
remuneration for FY 2020-21 Directors to recommend all fees and compensation, if any, paid to Non-
(Amount in `) Executive Directors, including Independent Directors and the same would
require approval of members in general meeting.
Remuneration proposed 24,00,000 12,00,000 12,00,000
(Amount in `) This remuneration will be distributed amongst all or some of the Non-
Executive Directors, taking into consideration parameters such as
Comparative remuneration The remuneration has been considered attendance at Board and Committee meetings, contribution at or other
profile with respect to industry, by the NRC and the Board of Directors of than at meetings, etc. in accordance with the directions given by the
size of the company, profile of the Company and is in line with the Board as prescribed under the Remuneration Policy of the Company.
the position and person (in remuneration being drawn by similar Kindly refer website of the company at www.eiml.site.
case of expatriates the positions in the media industry
The above resolution would be valid for a period of 3 years i.e. upto and
relevant details would be with
including remuneration to be paid for the financial year 2022-23. It is
respect to the country of his
clarified that in case of adequate profits, the Company would pay
origin)
commission to its Non-Executive Directors upto an amount not exceeding
Pecuniary relationship directly The Non-Executive Directors do not 1% of the profits for that financial year as approved by the Members at the
or indirectly with the company, have any pecuniary relationship with the AGM held on 3 September 2015.
or relationship with the Company except to the extent of Sitting
The above remuneration shall be in addition to fees payable to the
managerial personnel or other Fees, Commission or Remuneration, as
Director(s) for attending meetings of the Board/ Committees or for any
director, if any applicable, and reimbursement of out of
other purpose whatsoever, as may be decided by the Board and
pocket expenses received by them for
reimbursement of expenses for participation in the Board and other
attending the meetings.
meetings.
* The limit on remuneration is based on Effective Capital which shall be The Company has not defaulted in payment of dues to any bank or public
calculated as of the last date of the financial year preceding the financial financial institution or non-convertible debenture holders or other secured
year in which the appointment of the Director is made as per Schedule V to creditor.
the Act (Base amount of ` 24 Lakhs plus 0.1% of the Effective Capital in
Your Director recommends the resolution set out at Item No. 4 of the
excess of ` 250 crores).
Notice for approval by the members. Accordingly, members approval is
sought by way of an Ordinary Resolution for payment of remuneration to
III. Other Information the Non-Executive Directors as set out in the said resolution.
A. Reasons of loss or inadequate profits: None of the Directors and / or Key Managerial Personnel of the Company
On account of COVID-19 outbreak and resulting measures and their relatives except Mr. Dhirendra Swarup, Mr. Sunil Srivastav and
taken by government of India to contain the virus and the said Ms. Bindu Saxena are concerned or interested, financially or otherwise, in
lockdown has significantly affected our business during the resolution set out at Item No. 4 of the accompanying Notice.
financial year 2020-21. Item No. 5:
The Company was unable to release its films in theaters due The Board of Directors of the Company on recommendation of
to total lockdown or operation of theaters with limited Nomination and Remuneration Committee, at its meeting held on 14
capacity. The film 'Haathi Mere Saathi' was released in August 2021, appointed Mr. Pradeep Dwivedi who holds office as Chief

EROS INTERNATIONAL MEDIA LIMITED 147

AGM NOTICE

Executive Officer and Key Managerial Personnel as an Additional Director Given his experience, the Board considers it desirable and in the interest
of the Company subject to approval of members of the Company. In terms of the Company to have Mr. Sardana on the Board of the Company and
of the provisions of Section 161(1) of the Act, he holds office upto the date accordingly the Board recommends the appointment of Mr. Sardana as
of this Annual General Meeting and is eligible for appointment and in an Independent Director as proposed in the resolution set out at Item No.
respect of whom the Company has received a notice in writing from a 6 for approval by the Members.
member under Section 160 of the Act proposing candidature of
Mr. Pradeep Dwivedi for the office of Director of the Company. Electronic copy of the terms and condition of appointment of the
Independent Directors is available for inspection. Please refer to Note 8
Mr. Pradeep Dwivedi is not disqualified from being appointed as Director given in the Notice on inspection of documents.
in terms of Section 164 of the Act and have given his consent to act as
Director. None of the Directors and / or Key Managerial Personnel of the Company
and their relatives except Mr. Manmohan Kumar Sardana is concerned or
Mr. Pradeep Dwivedi shall not be entitled to receive any sitting fees for interested, financially or otherwise, in the resolution set out at Item No. 6 of
attending any Meetings of the Board or any committee constituted by the the accompanying Notice.
Board except annual remuneration of ` 3,00,00,000/- payable as Chief
Executive Officer of the Company and subject to increment from time to Item No. 7:
time as per Company's policy. The Company has availed various credit facilities aggregating to a sum
Your Director recommends the resolution set out at Item No. 5 of the not exceeding ` 468.06 Crores (both fund based and non-fund based)
accompanying Notice for the approval of members. (the "Facilities") from consortium banks (the "Lenders") for the purposes
and upon the terms and conditions set out in the financing documents
None of the Directors and / or Key Managerial Personnel of the Company executed in this regard between the Company and the Lenders.
and their relatives except Mr. Pradeep Dwivedi is concerned or interested,
financially or otherwise, in the resolution set out at item No. 5 of the The Media and Entertainment industry is one of the affected sectors due
accompanying Notice. to the COVID-19 pandemic. With uncertainty looming over the resumption
of shooting schedules and opening of theatres, industry players, like Eros,
Item No. 6: are finding it difficult to service debt obligations due to lower revenues.
Considering the widespread impact of the pandemic on almost all sectors
Based on the recommendation of Nomination and Remuneration of the economy, the RBI has announced the Resolution Framework for
Committee, the Board of Directors of the Company, had appointed COVID-19 related Stress to enable lenders to implement a resolution plan
Mr. Manmohan Kumar Sardana (DIN: 09294639) as an Additional in respect of eligible corporate exposures without change in ownership,
Independent Director, not liable to retire by rotation w.e.f. 31 August 2021. while classifying such exposures as standard, subject to specified
Pursuant to the provisions of Section 161(1) of the Act and Article 153 of conditions.
the Articles of Association of the Company, Mr. Sardana shall hold office Due to the prolonged COVID-19 stress and to mitigate the cash flow
up to the date of this AGM and is eligible to be appointed as a Director. The challenges, Company approached the Lenders to implement a resolution
Company has, in terms of Section 160(1) of the Act, received in writing a plan to restructure the existing secured financial debt from the consortium
notice from Member, proposing his candidature for the office of Director. bankers of the Company, as permitted under the Resolution Framework
The profile and specific areas of expertise of Mr Sardana are provided as for COVID 19 related Stress announced by the Reserve Bank of India vide
Annexure to this Notice. circular No. RBl/2020-21/16 DOR. No. BP.BC/3/21.04.048/2020-21 dated
Mr. Sardana has given his declaration to the Board that he meets the 6 August, 2020 (the "Resolution Plan"). The said resolution plan was
criteria of independence as provided under Section 149(6) of the Act and approved and implemented on 22 June 2021.
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure As per the terms of the Resolution Plan, bankers can convert the
Requirements) Regulations, 2015 ('SEBI Listing Regulations'), is not outstanding debt into equity shares of the Company. Thus, approval of the
restrained from acting as a Director by virtue of any Order passed by SEBI members of the Company is being sought under Section 62(3) of the
or any such authority and is eligible to be appointed as a Director in terms Companies Act, 2013 to authorise the Lenders to convert their
of Section 164 of the Act. He has also given his consent to act as a outstanding lenders debt to equity shares in the Company. Further, it is
Director. clarified that the security to be created in favour of the lenders as part of
In the opinion of the Board, Mr. Sardana is a person of integrity, possesses Resolution Plan shall in no manner less than the security been offered to
the relevant expertise / experience and fulfills the conditions specified in them in respect of the earlier borrowings made by the Company which are
the Act and the SEBI Listing Regulations for appointment as an proposed to be restructured in terms of Resolution Plan as per
Independent Director and he is independent of the management. Restructuring Circular.

As per the Regulation 17 (1A) of SEBI Listing Regulations, approval of the Your Director recommends the resolution set out at Item No. 7 of the
Members is required by way of special resolution for continuing the accompanying Notice for conversion of loan into Equity Shares by way of
Directorship of any Non-Executive Director who have attained the age of a Ordinary resolution.
75 years. None of the Directors and / or Key Managerial Personnel of the Company
and their relatives are concerned or interested, financially or otherwise, in
the resolution set out at Item No. 7 of the accompanying Notice.

148 ANNUAL REPORT 2020-21

 Annexure II to the Notice
Details of Directors seeking appointment/ re-appointment/ fixation of remuneration of Director furnished pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard-2.

Name Mr. Kishore Arjan Lulla Mr. Sunil Arjan Lulla Mr. Pradeep Dwivedi Mr. Manmohan Kumar Sardana
DIN 02303295 00243191 07780146 09294639
Designation Executive Director Executive Vice Chairman & Managing Executive Director Independent Director
Director
Date of Birth 4 September 1961 29 June 1964 10 December 1970 15 September 1944
Age 60 Years 57 Years 50 Years 77 Years
Date of First 28 September 2009 19 August 1994 14 August 2021 31 August 2021
Appointment on the
Board
Qualifications Bachelor of Arts, University of Mumbai Bachelor of Commerce, University of B.Sc., MBA MSc (Hons School) in Physics
Mumbai
Profile Mr. Kishore Lulla received a bachelor's degree in Mr. Sunil Lulla holds a commerce degree Mr. Pradeep Dwivedi is a senior media industry Mr. Manmohan Kumar Sardana was
arts from the Mumbai University. He has over 37 from the University of Mumbai. Possessing professional and Group CEO of the Company serving as teaching assistant in the
years of experience in the media and film industry. an expansive 28 years long experience in since January 2020. He is an accomplished Physics Department of the Panjab
He is a member of the British Academy of Film and the Media & Entertainment industry, he industry leader with an experience of over two University from 1965 to 1967, thereafter
Television Arts and Young Presidents' Organization has been associated with Eros since its decades in Advertising & Media Business, he joined the Indian Administrative
and is also a board member of the School of Film inception. He led the Company's growth Telecom & Technology Enterprises, Banking & Service (IAS) in 1968 and was allocated
at the University of California, Los Angeles. He has within India for many years before being Financial services Institutions and Automotive to the West Bengal Cadre. After serving in
been honored at the Asian Business Awards 2007 appointed Executive Vice Chairman & sector, with established credentials in digital different capacities in the State of West
and the Indian Film Academy Awards 2007 for his Managing Director of Eros India. infotainment business as well as Print Bengal and in various Ministries of the
contribution in taking Indian cinema global. In During his stint, he has contributed Publication, News Television channels and Government of India, Mr. Sardana retired
2010, Mr. Lulla was awarded the "Entrepreneur of tremendously in developing and expand- Experiential Events. He has a demonstrated from the service finally in 2004 as
the Year" at the GG2 Leadership and Diversity ing the Company's business in India. track record in Revenue growth, Sales & Secretary Ministry of Corporate Affairs.
Awards and in 2014, Forbes Asia featured Mr. Lulla Under his able leadership, the Company Marketing, Value creation, Joint ventures & H e j o i n e d a s M e m b e r, M R T P
in the list of 'Best under a Billion'. He was also continued to achieve milestones. He has Partnerships, Investments, product & service Commission soon after his retirement
honored with the 2014 Global Citizenship Award been instrumental in developing the d e l i v e r y, r i s k o p e r a t i o n s & g e n e r a l i.e., in 2004 and finally completed his
by the American Jewish Committee, a leading Company's distribution business along management. In the past, he has been Group tenure in the MRTP as its acting
global Jewish advocacy organization. Mr. Lulla with its home entertainment and music CEO of Sakal Media Group, Chief Corporate Chairman in 2009. He remained Ex-
also received the Entertainment Visionary award at segments. Sales & Marketing Officer of Dainik Bhaskar officio Member of SEBI, during his tenure
the 2015 Annual Gala Dinner from the Asia Society Group, and worked with organisations such as as Secretary in Ministry of Corporate
Southern California. In 2015, he was invited to Tata Teleservices, American Express, GE Affairs from 2010 till 31 March 2021, Mr.
attend the "billionaires' summer camp" in Sun Capital, Standard Chartered Bank & Eicher Sardana has been a Visiting Fellow at the
Valley, an annual gathering of the world's most Motors India. He is an active participant in Institute for Studies in Industrial
powerful entrepreneurs and business executives. many media industry associations as Director Development (ISID) advising on public
He has been instrumental in expanding our of IAA (India Chapter) and a managing policy issues.
presence in the United Kingdom, the United committee member of The Advertising Club of
States, Dubai, Australia and other international India.
markets. In 2018, he was featured in the Variety
500 list of "influential business leaders shaping the
global $2 trillion entertainment industry".

EROS INTERNATIONAL MEDIA LIMITED

AGM NOTICE

149
 Name Mr. Kishore Arjan Lulla Mr. Sunil Arjan Lulla Mr. Pradeep Dwivedi Mr. Manmohan Kumar Sardana

Terms and Retire by rotation: Retire by rotation: Retire by rotation: Appointment :

conditions of • Liable to retire by rotation. • Not liable to retire by rotation. • Liable to retire by rotation. • First term for five years w.e.f. 28
Appointment / September 2021 to the conclusion of
AGM NOTICE

Duties: Duties: Duties: the Annual General Meeting of the

Re-appointment
• To adhere as provided under Section 166 of • To adhere as provided under Section • To adhere as provided under Section 166 Company to be held in the Calendar
the Act. 166 of the Act. of the Act. Year 2026.
• Not liable to retire by rotation
Code of Conduct: Code of Conduct: Code of Conduct:
Termination:

150 ANNUAL REPORT 2020-21

• Abide by the Code of Conduct devised by the Abide by the Code of Conduct devised Abide by the Code of Conduct devised by the • Terminated by either side in terms of
Company by the Company Company Section 168 or Section 169 of the
Companies Act, 2013 ('the Act').
Duties:
• To adhere as provided under Section
166 of the Act in addition to duties
mandated under Schedule IV of the
Act.
Code of Conduct:
• Abide by the Code of Conduct
devised by the Company.

Directorships held in • EROSSTX Global Corporation [formerly know • Eros International Films Private Limited • ErosNow Private Limited (formerly known NA
other companies as Eros International PLC (Isle of Man)] • Eros Digital Private Limited as Universal Power Systems Private
(as on 31 March, 2021) • Big Screen Entertainment Private
• Eros International USA Inc Limited)
Limited
• Eros Digital Limited (Isle of Man) • Eros Television India Private Limited • India Chapter of International Advertising
• Eyeqube Studios Private Limited Association
• EM Publishing Private Limited
• Eros Animation Private Limited
• Eros Energy Private Limited
• Colour Yellow Productions Private
Limited
• ErosNow Private Limited (formerly
known as Universal Power Systems
Private Limited)
Last remuneration drawn NIL (2020-2021) ` 5,26,85,724 ` 3,00,00,000 (as Chief Executive Officer) NIL

Remuneration to be paid NIL ` 5,20,65,931 NIL NIL

Memberships/ NIL Eros International Films Pvt. Ltd. NIL NIL
Chairmanships of Audit Committee - Member
Committees of
other companies
Number of Board One (1) Four (4) NA NA
Meetings attended
during FY 2020-21

Relationship with other Brother of Mr. Sunil Lulla and not related to any Brother of Mr. Kishore Lulla and not Not related to any Director/ Key Managerial Not related to any Director/ Key
Directors, Key Director/ Key Managerial Personnel. related to any Director/ Key Managerial Personnel Managerial Personnel
Managerial Personnel Personnel.
Number of shares held NIL 1,400 shares NIL NIL
in the Company
Number of Stock Options NIL NIL NIL NIL