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EQUITY - MARKET SCREENER

PVR Ltd
Industry :  Entertainment / Electronic Media Software
BSE Code
ISIN Demat
Book Value()
532689
INE191H01014
227.6140106
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
PVR
0
10893.05
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: May 19, 2022 12:44 AM

Dear Members,

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

1. Financial Summary and highlights

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

(Rs in Lakhs)
Particulars FY 2020-21 FY 2019-20
Revenue from operations 22,572 3,28,436
Other Income 47,275 4,286
Profit/Loss before Depreciation, Finance costs, Exceptional items and tax expense 14,321 1,10,834
Less: Depreciation/Amortisation 56,349 53,306
Profit/Loss before Finance costs, Exceptional items and tax expense -42,028 57,528
Less: Finance costs 49,347 47,984
Profit/Loss before Exceptional items and tax expense -91,375 9,544
Add/(less): Exceptional items - -
Profit/Loss before tax expense -91,375 9,544
Less: Tax expense (Current/Deferred) -19,025 6,528
Profit/loss for the year (1) -72,350 3,016
Total Comprehensive Income/loss (2) -8 -682
Total (1)+(2) -72,358 2,334
Balance of profit/loss for earlier years 13,395 57,601
Less: Transfer to Debenture Redemption Reserve - -
Add: Transfer from Debenture Redemption Reserve - 7,930
Less: Transfer to reserves - -
Less: Dividend paid on Equity shares - -2,989
Less: Dividend distribution tax - -615
Add: Adjustment on adoption of Ind AS 115 - -
Less: Adjustment on adoption of Ind AS 116 - -50,866
Balance carried forward -58,963 13,395

Revenue from operations of the Company for the FY 2020-21 was Rs 22,572 Lakhs as compared to Rs 3,28,436 Lakhs in the previous Financial Year. Further, your Company registered EBITDA of Rs 14,321 Lakhs as compared with Rs 1,10,834 Lakhs for the Financial Year ended March 31, 2020, showing a de-growth of 87.08 %. Further the financial results of the Company for the FY 2020-21 were impacted on account of spread of COVID -19 pandemic and the measures taken by government bodies to prevent its transmission. The financial results have been discussed in detail in the Management Discussion and Analysis Report forming part of this Report. Further, during the FY 2020-21, there was no change in the nature of business of the Company.

2. Dividend and Dividend Distribution Policy

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

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

3. Transfer within Reserves

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

4. Major events occurred during the year and post closure

(i) Rent Concession Accounting (Ind AS 116)

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

(ii) Rights Issue of Equity Shares

During the year under review, your Company raised approx.

Rs 300 Crore (Rupees Three Hundred Crores Only) by allotment of 38,23,872 Equity Shares through rights issue of equity shares ("Rights Issue") at an issue price of Rs 784 per share (including a premium of Rs 774 per share). The Company has utilised the full amount of funds raised through Rights Issue. Further, it is confirmed that there has been no deviation in the utilisation of funds raised through Rights Issue, for the period ended March 31, 2021. For further information, please refer to the ‘Letter of Offer' dated July 6, 2020 which is available on BSE and NSE.

(iii) Qualified Institutional Placement (QIP)

During the year under review, your Company raised approx.

Rs 800 Crores (Rupees Eight Hundred Crore Only) by allotment of 55,55,555 Equity Shares under Qualified Institutional Placement at an issue price of Rs 1,440 per share (including a premium of Rs 1,430 per share). The Company has utilised Rs 240 Crores in accordance with the objects of the issue for the period ended March 31, 2021 and balance amount of Rs 560 Crores is available for future purposes. Further, it is confirmed that there has been no deviation in the utilisation of funds raised through QIP, for the period ended March 31, 2021. For further information, please refer to the ‘Placement Document' dated February 1, 2021 which is available on BSE, NSE and Company's website.

(iv) COVID-19 Impact and Measures

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

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

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

5. General Information – Overview of the Industry, External Environment and Economic outlook

Pursuant to Regulation 34 of the Listing Regulations, the stated information is adequately captured in Management Discussion and Analysis Report, forming part of this Report.

6. Capital Structure

As on the date of this Report, the Authorised Capital of the Company is Rs 1,43,84,96,800 consisting of 12,37,00,000 Equity Shares of face value of Rs 10 each and 5,90,000, 0.001% Non-Cumulative Convertible Preference Shares of face value of

Rs 341.52 each.

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

• 33,600 Equity Shares of face value of Rs 10 each were allotted under PVR Employees Stock Option Scheme 2017 to the specified employee(s) of the Company at the predetermined exercise price against same number of options exercised by them;

• 38,23,872 Equity Shares of face value of Rs 10 each were allotted under Rights Issue to the existing shareholders on August 7, 2020 at an issue price of Rs 784 per share; and

• 55,55,555 Equity Shares of face value of Rs 10 each were allotted under Qualified Institutional Placement on February 1, 2021 at an issue price of Rs 1,440 per share.

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

Rs 60,76,21,720.

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

7. Details of Employee Stock options

During the FY 2019-20, your Company had introduced PVR Employees Stock Option Plan 2020 ('PVR ESOP 2020') for issuance of 5,20,000 stock options. In the same Financial Year, the Nomination and Remuneration Committee ("NRC") had approved grant of 4,34,000 options at an issue price of Rs 1,500 per option in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (‘SEBI SBEB Regulations'). However, during the FY 2020-21, on account of the difficulties faced by the Company due to lock-down imposed by the Government of India and various other State Governments and the impact of Covid-19 on the stock price, the employee stock options were withdrawn by NRC at its meeting held on June 5, 2020.

Subsequently on July 15, 2020, NRC approved grant of 5,20,000 options under PVR ESOP 2020 at an exercise price of

Rs 981/-. During the year, out of the above issued options, 4,000 options were cancelled due cessation of employment of an ESOP holder and the same options were granted to another employee at an exercise price of Rs 1,287/-.

Post the closure of the FY 2020-21, NRC at its meeting held on April 12, 2021, took note of cancellation of 41,000 options granted under PVR Employees Stock Option Plan 2017 (‘PVR ESOP 2017') and re-granted the same to certain employees at an exercise price of Rs 1400/-.

Disclosure pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 for the year ended March 31, 2021 is available on the website of the Company at www.pvrcinemas.com.

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

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

8. Credit Rating of Securities

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

9. Transfer to Investor Education and Protection Fund

The Company has transferred a sum of Rs 60,570 during the FY 2020-21 to Investor Education and Protection Fund (Fund) established by the Central Government, in compliance with the Companies Act, 2013. The said amount represents unclaimed dividend which was lying with the Company for a period of seven years. Further, the Company has transferred 2,753 shares to the Fund in compliance with the Companies Act, 2013.

Any shareholder whose shares or unclaimed dividend have been transferred to the Fund, may claim the shares under provision to Section 124(6) or apply for refund under Section 125(3) or under proviso to Section 125(3), as the case may be, to the Authority by making an application in Web Form IEPF - 5 available on website www.iepf.gov.in.

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

A. Appointment and regularisation of Additional Directors:

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

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

Global Entertainment Ambassador for Samsung's CJ Group. He is also a member of the Board of Directors of Premiere Digital, a private, full service post production company based in US as well as the Chairman of Hollywood's "ONLY IN THEATRES". Mr. Foster is a member of the Academy of Motion Pictures, Arts & Sciences. He was the long-time CEO of IMAX Entertainment and Senior Executive Vice President, IMAX Corp. His expertise in global capital markets and revenue generation is extensive. Mr. Foster graduated from Georgetown University in 1984. His appointment as an Independent Director for a period of five years, effective October 21, 2020, is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. The Board recommends his appointment to the shareholders. Further necessary detail as required under Regulation 36 of Listing Regulations is included in the Notice calling the ensuing Annual General Meeting.

B. Directors retiring by rotation:

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

C. Confirmations & declarations from the Independent Directors:

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

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

D. Adherence to the Code of Conduct:

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

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

11. Key Managerial Personnel

As of March 31, 2021, the Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act, 2013 were as follows:

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

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

12. Meetings of the Board of Directors

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

13. Audit Committee

As on March 31, 2021, the Audit Committee comprised of the following independent directors:

• Mr. Sanjai Vohra, Chairperson;

• Ms. Deepa Misra Harris, Member; and

• Mr. Vikram Bakshi, Member.

It is further confirmed that the recommendations of Audit

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

14. Policy on Directors Appointment and Remuneration Policy

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

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

15. Performance Evaluation of the Board, its Committees and Directors

Pursuant to applicable provisions of the Companies Act, 2013 and Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board, its Committees and Individual Directors, including Independent Directors.

In order to evaluate the performance of the Board various factors viz. board diversity, knowledge and expertise, corporate governance practices etc. are assessed. Similarly, for evaluation of Directors' performance, their profile, contribution in Board and Committee Meetings, execution and performance of specific duties, obligations, regulatory compliances and governance are evaluated.

During the Financial Year under review, the Independent Directors had met separately without the presence of any Non- independent Director and the members of management and discussed, inter alia, the performance of Non-independent Directors and Board as a whole and reviewed the performance of the Chairman of the Company.

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

The Directors expressed their satisfaction with the evaluation process.

16. Remuneration of Directors and Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ‘3' which forms part of this Report.

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

17. Directors' Responsibility Statement

Pursuant to requirements of Section 134(3)(c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, the Directors confirm: (a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same; (b) That such accounting policies have been selected by them and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit and loss of the Company for the year ended on that date; (c) That proper and sufficient care has been taken by them for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,

2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) That the annual accounts have been prepared by them on a going concern basis; (e) That they have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. Internal Financial Control and their adequacy

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

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

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

20. Report on the Performance & Financial Position of Subsidiaries

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

Sl. No. Name of the subsidiary company

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

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

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

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

In terms of provisions under Section 136 of the Companies Act, 2013, audited accounts of the subsidiary companies are placed on the website of the Company at www.pvrcinemas.com. The Company will make available these documents upon request by any shareholder of the Company. The procedure for inspection of documents is mentioned in the Notice forming part of the Annual Report.

21. Disclosure on Deposit under Chapter V

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

22. Particulars of Loans, Guarantee or Investment under Section 186 of the Companies Act, 2013

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

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

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

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

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

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

The Company has in place a CSR Policy in line with Schedule VII of the Companies Act, 2013. As per the policy, the CSR activities are carried by PVR Nest which focuses inter alia on: (a) Education and social development of the most vulnerable sections of our society; (b) Hunger, Poverty, Malnutrition and Health; (c) Sanitation and Safety; (d) Gender Equality; and (e) Environmental Sustainability A report on CSR activities is furnished in Annexure ‘5' which forms part of this Report.

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

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

26. Development and Implementation of Risk Management

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

The Company has duly approved a Risk Management Policy. The objective of this Policy is to have well-defined approach to risk. The Policy lays down broad guidelines for timely identification, assessment and prioritisation of risks affecting the Company in the short and foreseeable future. The Policy suggests framing an appropriate response action for the key risks identified, so as to make sure that risks are adequately addressed or mitigated. The said Policy is also available on the website of the Company. In terms of Regulation 21(3A) of Listing Regulations, a meeting of the Risk Management Committee of the Company was held during the year under review wherein the management confirmed that the Company on regular basis assesses, evaluates and monitors the risks-both internal and external associated with various aspects of its business and takes necessary mitigating steps, wherever possible to manage such risks.

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

27. Disclosure on Vigil Mechanism

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

The Policy ensures that strict confidentiality is maintained while dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Company has always provided a congenial atmosphere for work to all employees, free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex.

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

28. Material orders of Judicial Bodies/ Regulators

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

29. Statutory Auditors and their Report

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

Pursuant to Sections 139 and 141 of the Companies Act, 2013 and relevant rules prescribed thereunder, the Auditors have confirmed, that their appointment would be within the limits laid and as per the term provided under the Act, that they are not disqualified for such appointment under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct.

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

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

30. Secretarial Auditors and their Report

M/s. Arun Gupta & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the FY 2020-21 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in prescribed Form MR-3 is annexed as Annexure ‘7' to this Report.

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

31. Compliance with Secretarial Standard

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

32. Annual Return

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

2014, the extract of Annual Return as on March 31, 2021 is available on the website of the Company www.pvrcinemas.com.

33. Consolidated Financial Statements

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

34. Prevention of Sexual Harassment Policy

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

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

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

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

35. Business Responsibility Report

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

36. Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming integral part of this Annual Report.

37. Corporate Governance

The Company is committed to uphold the highest standards of corporate governance and believes that the business relationship can be strengthened through corporate fairness, transparency and accountability. Your Company complies with all the mandatory provisions of the Listing Regulations.

The Report on Corporate Governance is placed in a separate section forming part of the Annual Report alongwith a certificate received from a Practicing Company Secretary and forms integral part of this Report. A certificate from Chairman cum Managing Director and Chief Financial Officer of the Company, confirming the correctness of the financial statements, compliance with Company's Code of Conduct and adequacy of the internal control measures as enumerated and reporting of matters to the Audit Committee in terms of Listing Regulations, is also attached and forms part of this Report.

38. Acknowledgements

The Directors express their deep sense of appreciation for the contribution made by the employees both at corporate and cinema level to the significant improvement in the operations of the Company. Their dedicated efforts and enthusiasm have been pivotal to the growth of the Company. The Directors also thank all the stakeholders including members, employees, customers, lenders, vendors, investors, business partners and state and central governments, bankers, contractors, vendors, credit rating agencies, legal counsels, Stock Exchanges, Registrar and Share Transfer Agent for their continued co-operation and support and their confidence in its management.

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