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Directors Report of Eros International Media Ltd.

Mar 31, 2016

The Directors have pleasure in presenting the 22nd Annual Report of your Company for the financial year ended 31 March, 2016.

1. FINANCIAL RESULTS

Financial Results of the Company for the year under review along with the figures for the previous year are as follows:

Rs. in lakhs

Particulors Eros International Media Eros Group

Limited (Standalone) (Consolidated)H

2015-16 2014-15 2015-16 2014-15

Sales and other Income 119,202 109,071 160,355 144,103

Profit Before tax 18,130 19,787 30,360 32,315

Less: Provision for Tax 6,811 7,368 7,908 7,615

Less: Minority Interest - - 1,037 (6)

Net profit after Tax 11,319 12,419 21,415 24,706

Add: Balance carried forward from 60,358 47,939 101,089 76,383

Profit and Loss A/c

Add: Recoupment from Minority - - 9 -

Shareholders

Profit available for appropriations 71,677 60,358 122,513 101,089

Add: Excess provision for dividend - - - -

distribution tax reversed Balance of profit carried forward to 71,677 60,358 122,513 101,089

Balance Sheet

EPS (Diluted) inRs. 12.05 13.28 22.79 26.43

During the financial year 2015 - 16, your Company released a total of 63 films, of which 6 were high budget, 16 medium budget and 41 low budget films as compared to 64 films released in corresponding period last year of which 6 were high budget films, 11 medium budget and 47 low budget films. Amongst the 63 films released during the financial year, 33 were Hindi films, 21 were Tamil/Telugu films and 9 were other regional language films.

The year saw Eros International''s films achieve unprecedented success in box office performance of its films with 7 out of the top 15 Hindi films in 2015 being Eros films. A string of films such as the Salman Khan-starrer ''Bajrangi Bhaijaan'', Sanjay Leela Bhansali''s ''Bajirao Mastani'', Tanu Weds Manu Returns'', ''Welcome Back'', Bengali films such as ''Bela Seshe'', ''Monchora'', the second highest Telugu-grosser ''Srimanthudu'' along with ''Singh is Bling'' (Overseas), ''DM Dhadakne Do'' (Overseas), ''Gabbar is Back'' (Overseas) amongst others marked our unparalleled, critically and commercially successful film slate during the year. Moreover, Eros films won over 150 prestigious awards for excellence further reinforcing Eros'' approach of investing in a portfolio of high-quality films.

For the current financial year 2016 - 17, your Company has clocked in a promising slate of films with franchise films ''Housefull 3'' and ''Rock On 2'', other major films such as ''Dishoom'', ''Baar Baar Dekho'', ''Banjo'', Colour Yellow Productions ''Happy Bhaag Jayegi'' in Hindi alongwith a host of promising regional movies such as ''24'' in Tamil, ''Sardaar Gabbar Singh'' in Telugu, ''Chaar Sahibzade'' in Punjabi and many other films spanning across Hindi, Tamil, Telugu, Malayalam, Marathi and Punjabi languages. With this, FY2017 will be seeing an unparalleled movie repertoire, making it the biggest future slate by any studio in India.

Another significant value-addition to the business during the fiscal was the development slate at India''s first and only franchise label, Trinity Pictures. Trinity is also the first Studio in India that has a dedicated in- house team of writers in the ''Trinity Writers'' Room''. This initiative is tracking well and the team has developed four films that will enter production in this financial year. Out of this, two films that were developed in-house have been green lit as Indo-China productions.

Your Company''s key asset is a film library of over 2000 films. In an effort to reach a wide range of audiences, we maintain rights to a diverse portfolio of films spanning various genres, generations and languages. These include rights to films in Hindi and several regional languages Tamil, Telugu, Kannada, Marathi, Bengali, Malayalam and Punjabi.

During the fiscal, the Company generated strong free cash flows ofRs. 300 crores as compared to negative Rs. 5 crores in the previous financial year and also improved its working capital efficiencies. The country''s leading bank, State Bank of India (SBI), has also expressed confidence in your Company''s business and has been inducted in the Consortium of bankers and is appointed as a lead bank. SBI has assessed consortium limits at Rs. 750 crores, which was previously assessed at Rs. 434.1 crores and has sanctioned credit facilities ofRs. 250 crores, reflecting upon the Company''s strong financial position.

2. DIVIDEND

With a view to strengthen the financial position of the Company, your Directors did not recommend any dividend to its equity shareholders.

3. RESERVES

No percentage of profits was transferred to General reserve as dividend was not recommended for the financial year 2015-16.

4. RESULTS OF OPERATIONS Consolidated

In the financial year 2015-16, the Company recorded consolidated revenue ofRs. 160,355 lakhs as against Rs. 144,103 lakhs in the previous financial year, registering a growth of 11.28%. The earnings before interest and tax (EBIT) decreased by 6.66% to Rs. 33,746 lakhs as compared to Rs. 36,155 lakhs in previous year. The Profit after tax (after minority interest) (PAT) at Rs. 21,415 lakhs was lower by 13.32% over last year (Rs. 24,706 lakhs in FY 2014 -15). Diluted EPS decreased by 13.77% to Rs. 22.79 as compared to Rs. 26.43 in financial year 2014 -15.

Standalone

On standalone basis, the revenues from operations for the financial year 2015-16 stood at Rs. 119,202 lakhs which was higher by 9.29% as compared to previous year which was Rs. 109,071 lakhs. The earnings before interest and tax (EBIT) decreased by 9.01 % to Rs. 21,502 lakhs as compared to Rs. 23,631 lakhs in previous year. The Profit After Tax (PAT) atRs. 11,319 lakhs was lower by 8.85% over last year (Rs. 12,419 lakhs in FY 2014 - 15). Diluted EPS decreased by 9.26% to Rs. 12.05 as compared to Rs. 13.28 in financial year 2014 - 15.

5. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31 March, 2016, the Company has 15 subsidiaries (comprising of 10 direct subsidiaries and 5 indirect subsidiaries) as listed below:

- Eros International Films Private Limited (Direct Subsidiary)

- Big Screen Entertainment Private Limited (Direct Subsidiary)

- EM Publishing Private Limited (Direct Subsidiary)

- EyeQube Studios Private Limited (Direct Subsidiary)

- Eros Animation Private Limited (Direct Subsidiary)

- Colour Yellow Productions Private Limited (Direct Subsidiary)

- Digicine PTE Limited (Direct Subsidiary)

- Universal Power Systems Private Limited ("Techzone")* (Direct Subsidiary)

- Copsale Limited (Direct Subsidiary)

- Ayngaran International Limited (Indirect Subsidiary)

- Ayngaran International UK Limited (Indirect Subsidiary)

- Ayngaran International Mauritius Limited (Indirect Subsidiary)

- Ayngaran International Media Private Limited (Indirect Subsidiary)

- Ayngaran Anak Media Private Limited (Indirect Subsidiary)

- Eros International Distribution LLP (Direct Subsidiary)**

* Universal Power Systems Private Limited ("Techzone") became wholly owned subsidiary of the Company w.e.f. 1 August, 2015.

** Eros International Distribution LLP was incorporated on 11 December, 2015.

None of the subsidiary companies is material non- listed Indian subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter "SEBI Listing Regulations") and in accordance with Company''s policy on "Determination of material subsidiaries", which is uploaded on the website of the Company at www.erosintl.com. Further, there are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the Company and its subsidiaries.

In accordance with Section 129(3) of the Companies Act, 2013, a consolidated and standalone financial statements of the Company and all its subsidiaries are prepared in accordance with applicable accounting standards and Schedule III of the Companies Act 2013; and the same forms part of this Annual Report. Further, the report on the performance and financial position of each of the subsidiary and salient features of the financial statements in the prescribed Form AOC-I is annexed to this Report as Annexure A.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of each of the subsidiary shall be kept open for inspection at the Corporate Office of the Company during working hours for a period of 21 days

before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same and it shall also make available these documents on website of the Company www.erosintl.com.

6. INDIAN ACCOUNTING STANDARDS (IND AS)- IFRS CONVERGED STANDARDS

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated 16 February, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015. In pursuance of this notification, the Company and its subsidiaries would adopt Ind AS for the accounting period beginning from 1 April, 2016.

7. BOARD OF DIRECTORS

During the year under review, Dr. Shankar Nath Acharya, Non Executive Independent Director, resigned from the Board w.e.f. 30 April, 2015 and the Board of directors placed on record its sincere appreciation for Dr. Shankar Nath Acharya for the significant contributions and valuable guidance received by him during his tenure with the Company. The Company wished him all the best for his future endeavours.

Mr. Rakesh Sood was appointed as an Additional Independent Director by the Board w.e.f. 1 May, 2015. The shareholders of the Company at their meeting held on 3 September, 2015 approved the appointment of Mr. Rakesh Sood as an Independent Director of the Company for a first term of five (5) years and to hold the office till the conclusion of Annual General Meeting (AGM) to be held in the calendar year 2020.

Mr. Sunil Lulla was re-appointed as an Executive Vice Chairman & Managing Director, not liable to retire by rotation, for a period of five (5) years commencing from 28 September, 2015 to 27 September, 2020, at the said AGM.

Ms. Jyoti Deshpande was re-appointed as an Executive Director of the Company by the shareholders at the AGM held during the year, for a period of (five) 5 years commencing from 1 October, 2015 to 30 September, 2020.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and applicable rules thereto, Mr. Vijay Ahuja, Non-Executive Non Independent Director of the Company, retires by rotation and has expressed his unwillingness to be reappointed as Director at the ensuing Annual General Meeting. Your Board recommends that the vacancy created on account of retiring director shall not be filled in and the number of the Board of Directors be reduced accordingly.

All the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of Section 164 of the Companies Act, 2013.

Declaration of Independence by Independent Directors & adherence to the Company''s Code of Conduct for Independent Directors

All the Independent Directors of the Company have submitted their disclosure to the effect that they fulfill all the requirements/criterias of independence as per Section 149(6) of the Companies Act, 2013. Further, all the Independent Directors have affirmed that they have adhered and complied with the Company''s Code of Conduct for Independent Directors.

Meetings conducted during the year

The Board met seven (7) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Report. The intervening gap between any two meetings of the Board was not more than one hundrec and twenty (120) days as stipulated under the Companies Act, 2013 and SEBI Listing Regulations.

Constitution of various committees

The Board of Directors of the Company has constituted the following committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate Social Responsibility Committee

e. Management Committee

Details of each of the Committees stating the composition, terms of reference and others are uploaded on our website at www.erosintl.com and are stated in brief in Corporate Governance Report attached to and forming part of this Report.

Annual Evaluation of Board, Committees and Individual Directors

In accordance with the SEBI Listing Regulations, Companies Act 2013 and Board Evaluation Policy of the Company, a formal annual evaluation was carried out by the Board.

Various evaluators, except evaluees, evaluated the performance of the overall Board, its members and Board committees. Such evaluation was based on the evaluation criteria identified by Nomination and Remuneration Committee in consultation with the Board of Directors and various Committees. The performance evaluation was done in an independent and fair manner. Evaluators follows the ideal evaluation process that includes filing and deliberations of evaluation rating sheet followed by individual interviews and explanations. Results of all types of evaluation are consolidated in a report along with the final ratings and placed before the Board for it deliberation and action plan.

Familiarization Programme for Independent Directors during the year

Familiarization Programme for Independent Directors is mentioned at length in Corporate Governance Report attached to this Report and the details of the same have also been disclosed on website of the Company www.erosintl.com.

8. KEY MANAGERIAL PERSONNEL

During the year, there was no change in Key Managerial Personnel.

9. POLICY ON APPOINTMENT AND REMUNERATION AND OTHER DETAILS OF DIRECTORS

The Company''s policy on directors'' appointment and remuneration and other matters as provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of the Directors'' Report.

A detailed statement of disclosure required to be made in accordance with the Nomination and Remuneration Policy of the Company, disclosures as per Companies Act, 2013 and applicable rules thereto is attached as Annexure B hereto and forms part of this Report.

10. EMPLOYEES''STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors, inter alia, administers and monitors the Employees Stock Option Scheme of the Company which is in accordance with the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines'') and in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014.

Details of Scheme being implemented by the Company including the summary of information on the stock options provided by the Company is attached as Annexure C hereto and forms part of this Report.

During the year, the Board of Directors of the Company, on the recommendations of Nomination and Remuneration Committee, granted additional 966,009 stock options to its existing employees and new joinees during the financial year and also issued and allotted 180,920 Equity shares to its employees in various tranches against exercise of equivalent stock options granted to them.

11. ISSUE OF EQUITY SHARES

During the year, the Company issued and allotted 180,920 equity shares to its employees against exercise of equivalent stock options and 900,970 equity shares on preferential basis as non cash consideration to the promoters of Universal Power Systems Private Limited ("UPSPL") towards acquisition of 100% stake in UPSPL.

As on 31 March, 2016, the paid up capital of the Company stood at Rs. 935,891,640/- as compared to Rs. 925,072,740/- as on 31 March, 201 5, an increase of Rs. 10,818,900/- during the year under review.

12. AUDITORS & AUDITORS'' REPORT

In accordance with Section 139 of the Companies Act, 2013 and rules made thereunder, M/s Walker Chandiok & Co LLP, Chartered Accountants, Mumbai, (Registration No. - 001 076N/N500013) have been appointed as Statutory Auditors to hold office from the conclusion of the 20th Annual General Meeting (AGM) till the conclusion of the 23rd Annual General Meeting of the Company, which will be held in 2017 (subject to ratification of their appointment by the members at every AGM held after the AGM in which the appointment was made) on a remuneration as may be agreed upon by the Board of Directors and the Auditors.

A certificate from the auditors has been received to the effect that their appointment, if ratified, would be in accordance with Section 139(1) of the Companies Act, 2013 and that they are not disqualified from being appointed as the Auditors of the Company. Being eligible, it is proposed to the shareholders to ratify the appointment of Auditors from conclusion of this AGM till conclusion of next AGM.

The auditors'' report to the shareholders for the audited financial statements of the Company, both standalone and consolidated, under review does not contain any qualifications, reservations or adverse remarks. The notes to the Accounts referred to in the auditor''s Report are self-explanatory and therefore do not call for any further explanation.

13. SECRETARIAL AUDIT REPORT

The Board has appointed M/s Makarand M. Joshi & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report for the financial year 2015 - 16 in form MR-3 is annexed herewith as Annexure D to this Report, which is self-explanatory. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

14. CREDIT RATING

During the year, the following ratings for various facilities/instruments were revised/ reaffirmed:

Sr. No. Facilities/ Instrument Rating Agency Rating

1 Long term Facilities CARE CARE A [Single A]

2 Short term Facilities CARE CARE A2 [A Two Plus]

3 Proposed Non-Convertible Debentures (that may be issued CARE & ICRA CARE A [Single A] & ICRA A [A Plus] by the Company in future depending on various factors)

4 Commercial Papers/ Short Term Debt CARE CARE A2 [A Two Plus]

15. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 and the rules made thereunder, as amended, has been given in the Annexure E appended hereto and forms part of this Report.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans, guarantees and investments made /given by the Company in the year 2015-16 as per Section 186 of the Companies Act, 2013 is stated in the Notes to Account which forms part of this Annual Report.

17. RELATED PARTY TRANSACTIONS

In compliance with the SEBI Listing Regulations, the Company has a policy for dealing in transactions with Related Party and the same has been displayed on the Company''s website www.erosintl.com.

Pursuant to Section 134 of the Companies Act, 2013 and Rules made thereunder, particulars of transactions with related parties as required under Section 188 (1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed herewith as Annexure F.

18. VIGIL MECHANISM

Your Company has established a Vigil Mechanism Policy for its directors, employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud. Protected disclosures can be made by a whistle blower in writing to the Ombudsman on email ID whistleblower- erosintl.com and under the said mechanism, no persor has been denied direct access to the chairperson of the Audit Committee. The Vigil Mechanism Policy is available on the Company''s website at www.erosintl.com.

19. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has formulated and implemented Anti Sexual Harassment Policy in accordance with Section 21 and 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to protect the interest of employees at the workplace. The Committee comprising of executive director and senior executives of the Company has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Details of number of cases filed under Sexual Harassment during the financial year and their disposal is as under:

Number of cases pending as on the Nil

beginning of the financial year

(1 April, 2015)

Number of complaints filed during the year Nil

Number of cases pending as on the end Nil of the financial year (31 March, 2016)

20. EXTRACT OF THE ANNUAL RETURN

As per Section 92(3) of the Companies Act, 2013, the extract of annual return is given in Annexure G in the prescribed Form MGT-9, which forms part of this Report.

21. INSURANCE

All the insurable interests of your Company including properties, equipment, stocks etc. are adequately insured.

22. DEPOSITS, LOANS AND ADVANCES

Your Company has not accepted any Public Deposits falling within the purview of Section 73 of the Companies Act, 2013. As such, no amount on account of principal or interests on public deposits was outstanding, as on 31 March, 2016. The details of loans and advances, which are required to be disclosed in the Company''s annual accounts, pursuant to Schedule IV of SEBI Listing Regulations, are mentioned in Notes to accounts forming a part of this Report.

23. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, in terms of Section 134 of the Companies Act, 2013, your Directors confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards has been followed along with the proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and judgements and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2016 and of the profit of the Company for the period ended on that date;

c. proper and sufficient care has been taken 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. the annual accounts have been prepared on a going concern basis;

e. internal financial controls were followed by the Company and they are adequate and are operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

The provisions of Section 134(3)(m) of the Companies Act, 2013 relating to conservation of energy and technology absorption do not apply to the Company. The Company has been continuously and extensively using technology in its operations.

Particulars of foreign currency earnings and outgo are as under:

(Rs.in lakhs)

Particulars Year ended Year ended 31 March, 2016 31 March, 2015 Expenditure in foreign 221 321

currency

Earnings in foreign 20,894 44,299

currency

CIF Value of Imports - -

25. INTERNAL AUDIT

As per the provisions of Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems/ framework of internal financial controls to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. To enable the Directors to meet these responsibilities, the Board has devised systems/ frameworks which are operating within the Company. In line with best practice, the Board regularly reviews the internal control system to ensure that it remains effective and fit for purpose.

Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls and these are in turn reviewed at regular intervals.

The Company has developed stringent internal control systems in its various business processes, commensurate with the size and nature of its business. The term of M/s. Ernst & Young LLP, Chartered Accountants, Internal Auditor expired on 31 October, 2015. Thereafter, the Board of Directors at its meeting held on 9 November, 2015 appointed M/s KPMG, Chartered Accountants as an internal auditor with effect from 1 November, 2015.

The internal controls and governance process are duly reviewed for their adequacy and effectiveness through periodic audits by independent internal audit function. Your Company''s Audit Committee periodically reviews the findings and suggestions for improvement.

Further, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

26. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India in letter and spirit. Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from M/s. Makarand M. Joshi & Co., Company Secretaries confirming compliance with the requirements of SEBI Listing Regulations forms part of this Report.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34(2)(e) and Schedule V of SEBI Listing Regulations, Management Discussion and Analysis Report is annexed and forms part of this Report.

28. LISTING OF SHARES

The shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

Subsequent to the notification of SEBI Listing Regulations during the year, the Company has entered into "Uniform Listing Agreement" with both the Stock Exchanges where its securities are listed,

namely, National Stock Exchange of India Limited and BSE Limited in order to carry out a novation of the erstwhile Listing Agreement.

29. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors at its meeting held on 9 November, 2015 has modified the Corporate Social Responsibility Policy of the Company to the extent of broadening its CSR objectives, which was duly reviewed and recommended by CSR Committee.

Disclosures on CSR activities, as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, are reported in Annexure H forming part of this Report and is also available on the website of the Company at www.erosintl.com.

During the financial year 2015-16, the Company made total CSR contribution of Rs. 10 lakhs to "NGO Arpan", out of total statutory requirement of Rs. 374 lakhs (being 2% of average net profit of last three years). The amount contributed to NGO Arpan was utilised for the project personal safety and education programme in schools for dealing with child sexual abuse. It aims at enabling and empowering the children to protect themselves from sexual abuse. It focuses on teaching personal safety skills to the children''s in schools, so that they can identify and seek help in an unsafe situation. It also involves awareness building and skill enhancement of adults like parents, teachers and institutional caretakers who are primary stakeholders and caregivers in a child''s life. Such information and skills for children, parents and caregivers are enhanced through various workshops.

The Company has also contributed Rs. 10 lakhs to "CARE India Solutions for Sustainable Development" for the project "Join My Village Maternal and Neo Natal Health" to intensify integrated maternal and new born health with a focus on assimilating gender interventions in select district of Uttar Pradesh.

30. RISK MANAGEMENT

The Audit Committee of the Board has been vested with powers and functions relating to Risk Management which inter alia includes (a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk;

(b) laying down procedures relating to Risk assessment and minimization. The Audit Committee regularly reviews the risk in accordance with Risk Management Policy of the Company.

31. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and till the date of this Report.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

33. ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to express their sincere appreciation for support and co-operation from the Banks, Financial Institutions, Shareholders, Vendors, Customers and all other business associates.

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by the employees at all levels. Your Directors also wish to place on record their gratitude to all the stakeholders for their continued support and confidence.

For and on behalf of the Board of Directors

Sunil Lulla Naresh Chandra

Executive Vice Chairman Chairman -

and Managing Director Independent Director

Place : Mumbai Date: 27 May, 2016


Mar 31, 2015

Dear Members,

The Board of Directors of your Company is pleased to present the 21st Annual Report of your Company along with the standalone and consolidated Audited Accounts for the financial year ended 31 March, 2015.

1. FINANCIAL RESULTS

Financial Results of the Company for the year under review along with the figures for previous year are as follows:- Rs. in lacs

Particulars Eros International Media Limited (Standalone)

2014-15 2013-14

Sales and other Income 109,071 85,929

Profit Before tax 19,787 18,514

Less: Provision for Tax 7,368 7,147

Less: Minority Interest - -

Net profit after Tax 12,419 11,367

Add: Balance carried forward from Profit and Loss A/c 47,939 36,535

Profit available for appropriations 60,358 47,902

Add: Excess provision for dividend - 37 distribution tax reversed

Balance of profit carried forward to Balance Sheet 60,358 47,939

EPS (Diluted) in Rs. 13.28 12.31

Rs. in lacs

Particulars Eros International Group (Consolidated)

2014-15 2013-14

Sales and other Income 144,103 113,964

Profit Before tax 32,315 26,697

Less: Provision for Tax 7,615 7,370

Less: Minority Interest (6) (642)

Net profit after Tax 24,706 19,969

Add: Balance carried forward from Profit and Loss A/c 76,383 56,377

Profit available for appropriations 101,089 76,346

Add: Excess provision for dividend - 37 distribution tax reversed

Balance of profit carried forward to Balance Sheet 101,089 76,383

EPS (Diluted) in Rs. 26.43 21.63

During the fiscal 2014-2015, your Company successfully released 64 films in multiple languages consisting of 44 Hindi films and 20 Tamil/Telugu films as against 69 films during FY 2014, which included 37 Hindi, 30 Tamil/Telugu and 2 other regional language films.

Of the Company's total release portfolio of 64 films during the year, major theatrical releases included 'Action Jackson', 'Tevar', 'NH10', 'Shamitabh', 'Badlapur', 'Lingaa (Multi-lingual), 'Kaththi' (Tamil), 'Aagadu' (Telugu), 'Mary Kom' (Overseas), 'Ek Villain' (Overseas), 'Kochadaiyaan' (Multi Lingual) amongst others.

During the fiscal, your Company significantly augmented its FY2015-2016 film slate with some impressive signings. The Company partnered with Salman Khan Films for the Global Distribution Rights of 'Bajrangi Bhaijaan' & 'Hero', acquired international rights of Excel Entertainment's eagerly awaited films 'Dil Dhadakne Do' & 'Bangistan' . Your Company signed an agreement with Viacom18 Motion Pictures for international distribution of four films: 'Mary Kom' (Released in FY15); 'Gabbar' (FY16); 'Golu Pappu' (FY16); & 'Santa Banta' (FY16).

The year gone by saw your Company's strategy of entry into Regional cinema pay-off well and contribute notably to the portfolio of releases. Building further on its regional footprint, the Company announced its entry into the Malayalam market by partnering with leading director Jeethu Joseph for 'Life of Josootty'.

In fiscal 2014-15, your Company launched a Motion Pictures Production Division, Trinity Pictures, which will be focusing on developing intellectual property in-house. While the Company's acquisition and co-production model fuel scalability and increased market share, the Trinity label will primarily focus on quality success rate and building franchises with lasting value, complementing our overall content strategy.

Your Company also enjoys a competitive advantage through its extensive film library comprising of 2,000 films which include recent and classic titles across diverse genres, budgets and languages. There is also growing potential for the digital revenue through ErosNow, a dedicated online entertainment portal, ErosNow owned by the parent Eros International PLC, offers full length films, music videos, television and originals as it continues to expand its reach through various strategic collaborations. With improving internet connectivity in the coming years, supported by exponential growth expected in smartphone user base in India, appetite for on-the-go entertainment should increase significantly.

2. DIVIDEND

With a view to strengthen the financial position of the Company, your Directors did not recommend any dividend for its equity shareholders.

3. RESERVES

No percentage of profits was transferred to General reserve as dividend was not recommended for the financial year 2014-2015.

4. RESULTS OF OPERATIONS Consolidated

In the financial year 2014-2015, the Company recorded consolidated revenue of Rs. 144,103 lacs as against Rs. 113,964 lacs in the previous financial year, registering a growth of 26.45 %. The earnings before interest and tax (EBIT) increased by 20.63 % to Rs. 36,155 lacs as compared to Rs. 29,971 lacs in previous year. The Profit after tax (after minority interest) (PAT) at Rs. 24,706 lacs was higher by 23.72 % over last year (Rs. 19,969 lacs in FY 2013-2014). Diluted EPS increased by 22.19 % to Rs. 26.43 as compared to Rs. 21.63 in financial year 2013-14.

Standalone

On standalone basis, the revenues from operations for the financial year 2014-2015 stood at Rs. 109,071 lacs which was higher by 26.93% as compared to previous year which was Rs. 85,929 lacs. The earnings before interest and tax (EBIT) increased by 8.47 % to Rs. 23,631 lacs as compared to Rs. 21,785 lacs in previous year. The Profit after tax (PAT) at Rs. 12,419 lacs was higher by 9.26% over last year (Rs.11,367 lacs in FY 2013- 2014). Diluted EPS decreased by 7.88 % to Rs. 13.28 as compared to Rs. 12.31 in financial year 2013-14.

5. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31 March, 2015, the Company had 13 subsidiaries (comprising of 8 direct subsidiaries and 5 indirect subsidiaries) as listed below:

* Eros International Films Private Limited (Direct Subsidiary)

* Big Screen Entertainment Private Limited (Direct Subsidiary)

* E M Publishing Private Limited (Direct Subsidiary)

* EyeQube Studios Private Limited (Direct Subsidiary)

* Eros Animation Private Limited (Direct Subsidiary)

* Colour Yellow Productions Private Limited (Direct Subsidiary)*

* Digicine PTE Limited (Direct Subsidiary)

* Copsale Limited (Direct Subsidiary)

* Ayngaran International Limited (Indirect Subsidiary)

* Ayngaran International UK Limited (Indirect Subsidiary)

* Ayngaran International Mauritius Limited (Indirect Subsidiary)

* Ayngaran International Media Private Limited (Indirect Subsidiary)

* Ayngaran Anak Media Private Limited (Indirect Subsidiary)

*During the year, your Company acquired 50% stake in Colour Yellow Productions Private Limited and holds majority of the control of Board of Directors.

Further, during the year, the Company had placed a proposal to the shareholder for acquisition of 100% stake of Universal Power Systems Private Limited from its existing promoters and shareholders, who approved the same, vide Postal Ballot results dated 26 March, 2015. The acquisition procedure shall commence on receipt of approval from Foreign Investment Promotion Board (FIPB) for making downstream investment.

The Company's Policy for determining material subsidiaries is available on the Company's website on the following link viz. http://www.erosintl.com/EROS/ media/Images/Policy-on-Determination-of- Material- Subsidiary.pdf. None of the subsidiary companies is material non-listed Indian subsidiary as per Clause 49 (V) of the Listing Agreement. Further, there are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries.

The financial statements of all the subsidiary companies as on 31 March, 2015, forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013 and the same are prepared in accordance with applicable accounting standards. The financial statements, both standalone and consolidated, are prepared in accordance with applicable accounting standards and as per Schedule III of the Companies Act, 2013 and applicable rules thereto.

In addition to the consolidated financial statements, a detailed financial statement containing the salient features of the financial statement of each of the subsidiary companies as included in the consolidation of financial statements as on 31 March, 2015 is annexed herewith as Annexure A (AOC 1) and forms part of this Report.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Corporate Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Corporate Office of your Company.

As required by the Act, the financial statements of the Company including consolidated financial statements alongwith relevant documents and separate audited accounts in respect of each of the subsidiaries are made available on the website of the Company.

6. DIRECTORS

In compliance with Section 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, the shareholders of the Company at their meeting held on 25 September, 2014 approved the appointments of Mr. Naresh Chandra, Mr. Dhirendra Swarup and Dr. Shankar Nath Acharya as Independent Directors of the Company for a first term of five years and to hold the office till the conclusion of Annual General Meeting to be held in the calendar year 2019.

At the said AGM, Mr. Kishore Lulla was re-appointed as an Executive Director of the Company, liable to retire by rotation, for a period of three (3) years commencing from 25 September, 2014 till 24, September 2017.

During the year, Mr. Vijay Ahuja, Executive Director of the Company was re-designated as Non-Executive Non Independent Director of Company w.e.f 13 February, 2015.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and applicable rules thereto, Ms. Jyoti Deshpande, Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. Your Directors recommend her re- appointment for your approval.

The Board of Directors at their meeting held on 29 May, 2015, re-appointed Mr. Sunil Lulla as Executive Vice Chairman and Managing Director for another period of five years commencing from the end of the present tenure i.e. from 28 September, 2015 till 27 September, 2020, and have recommended the proposed re-appointment for approval of the shareholders. Your Directors recommend his re-appointment for your approval.

Dr. Shankar Nath Acharya, Non Executive Independent Director of the Company, tendered his resignation w.e.f. 30 April, 2015. The Board placed on record its deep appreciation for Dr. Shankar Nath Acharya and thanked him for his significant contributions and valuable guidance during his association with the Company.

Based on the application received from one of the member proposing the candidature of Mr. Rakesh Sood as Independent Director, the Board of Directors of the Company at their meeting held on 30 April, 2015, appointed Mr. Rakesh Sood as an Independent Additional Director w.e.f. 1 May, 2015, who shall hold his office till the next Annual General meeting. The proposed resolution for appointment of Mr. Rakesh Sood as Independent Director forms part of the Notice convening Annual General Meeting. Your Directors recommend his appointment for your approval.

Necessary disclosures/declarations, as per the Companies Act, 2013 and applicable rules thereto, are received from all the Directors seeking appointment/ re-appointment(s). As required under Clause 49 of the Listing Agreement entered with Stock Exchanges, the information including brief profile(s) of the Directors proposed for appointment/re-appointment(s) are mentioned at length in the explanatory statement annexed to the Notice convening the Twenty First Annual General Meeting.

Declaration of Independence by Independent Directors & adherence to the Company's Code of Conduct for Independent Directors

All the Independent directors of the Company have submitted their disclosure to the effect that they fulfill all the requirements/criteria of independence as per Section 149(6) of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement. Further, all the independent directors have affirmed that they have adhered and complied with the company's Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Companies Act, 2013.

Meetings conducted during the year

During the year under review, the Board met four (4) times in a year i.e. on 29 May, 2014, 14 August 2014, 12 November 2014 and 13 February, 2015, apart from one separate meeting of Independent Directors held on 25 September, 2014. The maximum time gap between any two meetings of the Board was not more than one hundred and twenty days as stipulated under the Listing Agreement entered with Stock Exchanges.

Constitution of various committees

The Board of Directors of the Company has constituted following committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

f. Management Committee

Details of each of the Committees stating the composition, terms of reference and others are covered at length in Corporate Governance Report attached to and forming part of this report.

Annual Evaluation of Board, Committees and individual Directors

In accordance with Board Performance Evaluation Policy of the Company, a formal annual evaluation was carried out by the Board of its own performance and that of its committees and individuals directors on rating sheet methodology and in accordance with the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under clause 49 of the Listing Agreement.

The performance evaluation was done in an independent and fair manner. Evaluators undertook the evaluation process which includes filing and deliberation of evaluation rating sheet followed by individual interviews and explanations. Results of all types of evaluation were consolidated in a report along with the final ratings. Evaluation reports, prepared by Nomination and Remuneration Committee, were tabled before the Board which was deliberated upon at its meeting.

Familiarization Programme for Independent Directors during the year

Familiarization Programme for Independent Directors is mentioned at length in Corporate Governance Report attached to this report and the details of the same have also been disclosed on website of the Company and are available at the following link: http://www.erosintl.com/ eros/media/images/videos/familiarization-programme- of-independent-directors.pdf.

7. KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company had appointed Mr. Sunil Lulla, Executive Vice Chairman and Managing Director, Mr. Kamal Kumar Jain, erstwhile Chief Financial Officer of the Company and Ms. Dimple Mehta, Company Secretary and Compliance Officer of the Company as Key Managerial Personnel in accordance with the provisions of Section 2(51), Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year, Mr. Kamal Kumar Jain, Chief Financial Officer of the Company had resigned from his office as such w.e.f. 30 November, 2014 and a new Key Managerial Personnel Mr. Dinesh Modi was appointed by the Board of Directors in his place w.e.f. 25 November, 2014.

8. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

A detailed statement of disclosure required to be made in accordance with the Nomination and Remuneration Policy of the Company, disclosures as per Companies Act, 2013 and applicable rules thereto and Listing Agreement is attached as Annexure B hereto and forms part of this report.

9. EMPLOYEES' STOCK OPTION PLAN (ESOS)

The Nomination and Remuneration Committee of the Board of Directors, inter alia, administers and monitors the Employees Stock Option Scheme of the Company which was in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ('the SEBI Guidelines').

Details of Scheme being implemented by the Company including the summary of information on the stock options provided by the Company is attached as Annexure C to this report and forms part of this report.

During the year, pursuant to the grants made to the employees under the Company's Employees Stock Option Scheme 2009, the employees had exercised 5,34,084 stock options against which equivalent number of shares were issued and allotted by the Company.

Based on the recommendations of Nomination and Remuneration Committee, the Board of Directors of the Company had granted additional 6,91,961 stock options to its existing and new joinees during the financial year.

10. ISSUE OF EQUITY SHARES

Your Company issued and allotted 5,34,084 Equity shares of the Company against exercise of equal number of stock options pursuant to Eros Employee Stock Option Scheme 2009, thereby resulting in increase in the Company's paid up capital from Rs. 919,731,900 to Rs. 925,072,740 as on 31 March, 2015.

11. AUDITORS & AUDITORS' REPORT

M/s. Walker Chandiok & Co LLP, Chartered Accountants, were appointed as the statutory auditors of the Company by the shareholders at their meeting held on 25 September, 2014 for a period of three (3) years till the conclusion of 23rd Annual General Meeting to be held in 2017, subject to ratification of their appointment at every AGM.

Your director recommends that the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants, needs to be ratified at the Annual General Meeting. Your Company has received letters from M/s Walker Chandiok & Co LLP, Chartered Accountants to the effect that their appointment, if ratified, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as the Auditors of the Company.

M/s Walker Chandiok & Co LLP, Chartered Accountants, audited the financial statements of the Company, both standalone and consolidated and issued Auditors Report thereon. The auditors' report does not contain any qualifications, reservations or adverse remarks. The notes to the Accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Companies Act, 2013.

12. SECRETARIAL AUDIT REPORT

Pursuant to the requirements of the Companies Act, 2013, the Company has appointed M/s Bankim Mehta & Associates, Practicing Company Secretaries (COP- 8959) as the Secretarial Auditor for FY 2014-2015 whose report dated 29 May, 2015 is attached separately to this report as Annexure D.

The Secretarial Auditors' Report is unqualified and do not contain any adverse remarks. The Report is self explanatory and therefore do not call for any further clarifications under Section 204 of the Companies Act, 2013.

13. CREDIT RATING

During the year, Credit Analysis and Research Limited ("CARE") upgraded the Company's rating for its Long Term facilities from CARE A to CARE AA- and ratings for short term facilities were reaffirmed at CARE A1 . The rating for NCDs (that may be issued by the Company in future depending on various factors) was upgraded from CARE A to CARE AA- and the ratings for Commercial Papers (CPs) were reaffirmed at CARE A1 .

14. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 and the rules made thereunder, as amended, has been given in the Annexure E appended hereto and forms part of this report. The Company had 5 employees who were employed throughout the year and were in receipt of remuneration of more than Rs. 60 lacs per annum and 6 employee(s) were employed for part of the year and were in receipt of remuneration of more than Rs. 5 lacs per month.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans, guarantees and investments made /given by the Company in the year 2014 -2015 as per Section 186 of the Companies Act, 2013 is stated in the Notes to Account which forms part of this Annual Report.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure F in Form AOC-2 and the same forms part of this report.

17. POLICY ON RELATED PARTY TRANSACTIONS

The Company has adopted a policy on Related Party Transaction and the same has been displayed on the Company's website: http://www.erosintl.com/EROS/ media/Images/Policy-on-dealings-and-materiality-of- Related-Party-Transaction.pdf.

18. VIGIL MECHANISM

The Company has established a vigil mechanism for reporting of genuine concerns through Whistle Blower Policy of the Company. This Policy, inter alia, provides a direct access to the Chairman of Audit Committee of the Company on his dedicated email-ID whistleblower@ erosintl.com. The Whistle Blower Policy is posted on the Company's website at http://www.erosintl.com/eros/ media/images/whistle-blower-policy.pdf.

19. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has formulated and implemented Anti Sexual Harassment Policy in accordance with Section 21 and 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to protect the interest of women employees at workplace. The Committee comprising of executive director and senior executives of the Company has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Details of number of cases filed under Sexual Harassment and their disposal is as under:

Number of cases pending as on the beginning of Nil the financial year (1 April, 2014)

Number of complaints filed during the year Nil

Number of cases pending as on the end of the financial year Nil (31 March, 2015)

20. EXTRACT OF THE ANNUAL RETURN

As per Section 92(3) of the Companies Act, 2013, the extract of annual return is given in Annexure G in the prescribed Form MGT-9, which forms part of this report.

21. INSURANCE

All the insurable interests of your Company including properties, equipment, stocks etc. are adequately insured.

22. DEPOSITS, LOANS AND ADVANCES

Your Company has not accepted any Public Deposits falling within the purview of Section 73 of the Companies Act, 2013. As such, no amount on account of principal or interests on public deposits was outstanding, as on 31 March, 2015. The details of loans and advances, which are required to be disclosed in the Company's annual accounts, pursuant to Clause 32 of the Listing Agreement with the Stock Exchanges, are mentioned in Notes to accounts forming a part of this Report.

23. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, the Board confirms and submit the Director's Responsibility Statement stating that:

a. in the preparation of the annual accounts, the applicable accounting standards has been followed along with the proper explanation relating to material departures;

b. the directors had selected such accounting policies 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 at the end of the financial year and of the profit and loss of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the Company and that such financials controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequately and operating effectively.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

The provisions of Section 134(3)(m) of the Companies Act, 2013 relating to conservation of energy and technology absorption do not apply to the Company. The Company has been continuously and extensively using technology in its operations.

Particulars of foreign currency earnings and outgo are as under:

Rs. in lacs

Year ended Year ended March 31, March 31, 2015 2014

Expenditure in foreign 321 225 currency

Earnings in foreign currency 44,299 17,352

CIF Value of Imports - -

25. INTERNAL AUDIT

The Company has developed stringent Internal Control systems in its various business processes, commensurate with the size and nature of its business. The Company has entrusted the internal audit to M/s. Ernst & Young LLP, Chartered Accountants. The main thrust of the internal audit process is test and review of controls, independent appraisals of risks, business processes and benchmarking internal controls with best practices.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

26. CORPORATE GOVERNANCE

The Company has been observing the best corporate governance practices on an on-going basis. A separate section on Corporate Governance and a Certificate from M/s. Bankim Mehta & Associates, Practicing Company Secretaries (Registration No COP- 8959/ Membership-7831) regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges forms part of the Corporate Governance Report annexed herewith.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per clause 49 of the Listing Agreement entered into with the stock exchanges, Management Discussion and Analysis Report is attached herewith and forms part of this report.

28. CORPORATE SOCIAL RESPONSIBILTY

The Board of Directors at its meeting held on 29 May 2014 approved the Corporate Social Responsibility Policy of the Company, which was duly reviewed and recommended by CSR Committee, in accordance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The thrust areas of CSR Policy, inter alia, are education and empowerment of women. Disclosures on CSR activities as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, are reported in Annexure H forming part of this report and is also available on the website of the Company.

During the financial year 2014-2015, the Company spent a sum of Rs. 55 lacs only towards its CSR activities, out of total CSR amount of Rs. 3.58 crores (being 2% of average net profit of last three years) required to be spent in the entire financial year. As the Company is still in the process of identifying the right charitable trust/ societies to be associated with, in accordance with the CSR Policy of the Company, the Company ended up spending short on its CSR activities in FY 2014-2015.

29. RISK MANAGEMENT

The Board of Directors at its meeting held on 12 November, 2014 constituted the Risk Management (RM) Committee comprising of the Directors and executives as its Members and approved the Risk Management Policy. The Policy deals with the process which includes, inter alia, identification of elements of risk which in the opinion of the Board may threaten the existence of the Company, assessment thereof and minimisation procedures. The details about Risk Management Committee and its charter are available on the website of the Company on following link http:// www.erosintl.com/EROS/media/Images/Charter-of- Risk-management-Committee.pdf.

30. ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to express their sincere appreciation for support and the co-operation from the Banks, Financial Institutions, Shareholders, Vendors, Customers and all other business associates.

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. Your Directors also wish to place on record their gratitude to all the stakeholders for their continued support and confidence.

For and on behalf of Board of directors

Sunil Lulla Jyoti Deshpande Executive Vice Chairman Executive Director and Managing Director

Place: Mumbai Date: 29 May, 2015


Mar 31, 2014

Dear Members

The Board of Directors are pleased to present the Twentieth Annual Report of your Company along with the standalone and consolidated Audited Accounts for the financial year ended 31 March, 2014.

1. FINANCIAL RESULTS

The summary of standalone and consolidated operating results for the year ended 31 March, 2014 and appropriation of divisible profits is stated below:

(Rs. in Lakhs)

Particulars Eros International Media Limited (Standalone)

2013-14 2012-13

Sales and other Income 85,929 93,322

Profit Before tax 18,514 17,902

Less: Provision for Tax 7,147 6,193

Less: Minority Interest - -

Net profit after Tax 11,367 11,709

Add: Balance carried forward from 36,535 27,013 Profit and Loss A/c

Profit available for appropriations 47,902 38,722

Less: Transfer to general reserve - 586

Less: Dividend - 1,378

Less: Tax on dividend - 223

Add: Excess provision for dividend 37 - distribution tax reversed

Balance of profit carried forward to 47,939 36,535 Balance Sheet

(Rs. in Lakhs)

Particulars Eros International Group (Consolidated)

2013-14 2012-13

Sales and other Income 113,964 107,435

Profit Before tax 26,697 21,700

Less: Provision for Tax 7,370 6,119

Less: Minority Interest (642) 128

Net profit after Tax 19,969 15,453

Add: Balance carried forward from 56,377 43,149 Profit and Loss A/c

Profit available for appropriations 76,346 58,602

Less: Transfer to general reserve - 586 Less: Dividend - 1,378

Less: Tax on dividend - 261

Add: Excess provision for dividend 37 - distribution tax reversed

Balance of profit carried forward to 76,383 56,378 Balance Sheet

During FY 2013-2014, the Company successfully released 69 films in multiple languages consisting of 37 Hindi films, 30 Tamil/Telugu films and 2 other regional languages films as compared to 77 films during FY 2013, which included 30 Hindi, 44 Tamil and 3 other regional language films.

Of the Company''s releases during the year under review, some successful films included ''Goliyon Ki Raasleela-Ram Leela'', ''Jai Ho'', ''R...Rajkumar'', ''Grand Masti'', ''One Nenokkadine''(Telugu), ''Raanjhanaa'', Singh Saab The Great, ''Krrish 3'' (Overseas), ''Yeh Jawaani Hai Deewani'' (Overseas), ''Phata Poster Nikla Hero'' (Overseas). Of India''s top ten box office grossing Hindi language films in FY 2013-2014, three were released by Eros International [Source: Box Office India]

During the year, new deals were signed with MSM Satellite Singapore Private Limited for broadcast of films on Sony as well as with Viacom 18 Media Private Limited for broadcast of various films on Colors. ''Goliyon Ki Raasleela-Ram Leela'' and ''R...Rajkumar'' satellite licensing deals further benefitted from the box office linked bonus over and above the minimum guarantee licence fees. Revenues from the satellite segment also contributed towards strong financial performance in financial year 2014. Positive trends in this segment have been witnessed on account of digitization which is expected to remain a significant growth driver.

Your Company continues to explore new opportunities to monetise this content across various distribution platforms. With strong focus on this approach, the Company reported healthy catalogue revenues during the fiscal. The Company also holds digital rights for 700 additional movies including recent and classic titles that encompass diverse genres, budgets and languages which provide further impetus on content monetization.

ErosNow, the Company''s dedicated online entertainment platform offering full length movies and music videos, further enhanced its content offering by including highly popular television content ranging from top rated current serials and soaps to reality shows. Your Company''s ErosNow YouTube channel, a leading Indian channel, has crossed over 1.9 billion video views in aggregate and average over 50 million video views per month.

Your Company continues to gain momentum on account of exclusive relationship with HBO Asia as the distribution of channels extends to more platforms. The two unique premium advertising free channels viz. HBO Defined and HBO Hits, showcase the Hollywood and Bollywood content. This fiscal witnessed the launch of these channels on the TATA Sky network apart from earlier launch on Dish TV and other DTH platforms.

During the year under review, the ultimate parent company viz. Eros International Plc, became the first Indian media company to list on New York Stock Exchanges in November 2013.

2. RESULTS OF OPERATIONS

Consolidated

In the financial year 2013-2014, the Company recorded consolidated revenue of Rs. 113,964 lakhs as against Rs. 107,435 lakhs in the previous financial year, registering a growth of 6.08 %. The earnings before interest and tax (EBIT) increased by 32.49 % to Rs. 29,971 lakhs as compared to Rs. 22,622 lakhs in previous year. The Profit after tax (after minority interest) (PAT) at Rs. 19,969 lakhs was higher by 29.22 % over last year (Rs. 15,453 lakhs in 2012-2013). Diluted EPS increased by 28.67 % to Rs. 21.63 as compared to Rs. 16.81 in financial year 2013.

Standalone

On standalone basis, the revenues from operations for the financial year 2013-2014 at Rs. 85,929 lakhs was lower by 7.92 % as compared to previous year which was Rs. 93,322 lakhs. The earnings before interest and tax (EBIT) increased by 15.63 % to Rs. 21,785 lakhs as compared to Rs. 18,841 lakhs in previous year. The Profit after tax (PAT) at Rs. 11,367 lakhs was lower by 2.92 % over last year (Rs. 11,709 lakhs in 2012-2013). Diluted EPS decreased by 3.38 % to Rs. 12.31 as compared to Rs. 12.74 in financial year 2013.

3. DIVIDEND

With a view to strengthen the financial position of the Company, your Directors did not recommend any dividend for its equity shareholders.

4. EMPLOYEES'' STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors, inter alia, administers and monitors the Employees'' Stock Option Scheme of the Company in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines'').

Summary of information on the Company''s stock options, as required to be made in terms of provisions of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided in the Annexure attached to this Report.

During the year, the Company had granted 3,00,000 stock options to its two senior management personnel and allotted 51,850 equity shares to the employees against exercise of equal number of stock options pursuant to EROS Employee Stock Options Scheme 2009. The issuance of equity shares pursuant to exercise of options does not affect the Statement of Profit and Loss of the Company, as the exercise is made at the market price prevailing as on the date of the grant plus taxes as applicable.

5. ISSUE OF EQUITY SHARES

Your Company issued 51,850 equity shares to its employees against exercise of equal number of stock options pursuant to EROS Employee Stock Option Scheme 2009, thereby resulting in increase in the Company''s paid up share capital from Rs. 919,213,400 to Rs. 919,731,900 as on 31 March, 2014.

6. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with Auditors'' Certificate thereon and Management Discussion and Analysis are attached and forms part of this Report.

7. DIRECTORS

During the year, Dr. Shankar Nath Acharya and Mr. Vijay Ahuja were appointed as Non- Executive Independent Director and Executive Director of the Company respectively, liable to retire by rotation, w.e.f. 28 August, 2013, with the approval of Members at the Annual General Meeting.

In terms of Section 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of upto five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Mr. Naresh Chandra, Mr. Dhirendra Swarup and Dr. Shankar Nath Acharya as Independent Directors of your Company upto five (5) consecutive years.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and applicable rules thereto, Mr. Kishore Lulla, Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re- appointment. Your Directors recommend his re-appointment for your approval.

The term of payment of remuneration to Mr. Kishore Lulla as approved by the shareholders on 29 December, 2011 for a period of 3 years, would be expiring on 31 October, 2014. Your Directors have recommended the payment of remuneration to Mr. Kishore Lulla as an Executive Director of the Company for another period of three years w.e.f 1 November, 2014 as set out in the Notice of Annual General Meeting.

Necessary disclosures/declarations, as per the Companies Act, 2013 and applicable rules thereto, are received from the Directors seeking appointment/re- appointment(s).

As required under Clause 49 of the Listing Agreements entered with Stock Exchanges, the information including brief profile(s) of the Directors proposed for appointment/ re-appointment(s) are mentioned at length in the Notice convening the 20th Annual General Meeting and also in Corporate Governance Report.

8. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Your Company has 12 subsidiaries (including 7 direct subsidiaries and 5 indirect subsidiaries) as on 31 March, 2014. Out of 7 direct subsidiaries, 5 are Indian and other 2 are foreign.

None of the subsidiaries of the Company are material Indian non-listed subsidiary, in terms of Clause 49(iii) of the Listing Agreement.

The financial statements of all the subsidiary companies as on 31 March, 2014, are included in the Consolidated Financial Statements, which are prepared in compliance with applicable Accounting Standards.

The Ministry of Corporate Affairs, vide its Circular No. 02/2011 dated 8 February, 2011, has granted general exemption under Section 212(8) of Companies Act 1956, from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the balance sheet of the Company, subject to approval by the Board of Directors of the Company and furnishing of certain financial information in the Annual Report.

Accordingly, your Board of Directors at its meeting held on 29 May, 2014, have approved for not attaching the balance sheet, profit and loss account and other documents of subsidiary companies to the Balance Sheet of the Company. Your Company, having complied with all the conditions as stated in the said circular, has not attached the financial statements of its subsidiary companies for the financial year 2013-14 and the same will be made available to the investors seeking such information. The statement on financials of the subsidiary companies and statement on subsidiary companies pursuant to Section 212(8) of the Companies Act, 1956, forms part of this Annual Report.

The Consolidated financial statements, in terms of Clause 32 of the Listing Agreement and prepared in accordance with Accounting Standard 21 as specified in the Companies (Accounting Standards) Rules, 2006, also forms part of this Annual Report.

9. AUDITORS & AUDITORS'' REPORT

M/s. Walker Chandiok & Co LLP, Chartered Accountants, who are the statutory auditors of the Company hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, it is proposed to appoint Walker Chandiok & Co LLP as statutory auditors of the Company for a term of 3 years from the conclusion of the forthcoming AGM till the conclusion of 23rd Annual General Meeting to be held in 2017, subject to ratification of their appointment at every AGM.

Your Company has received letters from Walker Chandiok & Co LLP, Chartered Accountants to the effect that their reappointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified from being appointed as the Auditors of the Company.

During the year, the Company had received intimation from Walker Chandiok & Co LLP stating that Walker, Chandiok & Co. had been converted into a limited liability partnership (LLP) under the provisions of the Limited Liability Partnership Act, 2008 with effect from 25 March, 2014. In terms of Ministry of Corporate Affairs, Government of India, General Circular no. 9/2013 dated 30 April, 2013, if a firm of Chartered Accountants, being an auditor in a company under the Companies Act, 1956, is converted into an LLP, then such an LLP would be deemed to the auditor of the said Company. The Board of Directors of the Company have taken due note of this change. Accordingly, the audit of the Company for financial year 2013-2014 was conducted by Walker Chandiok & Co LLP.

The Auditors'' Report is unqualified and do not contain any adverse remarks. The notes to the Accounts referred to in the Auditor''s Report are self explanatory and therefore do not call for any further clarifications under Section 217(3) of the Companies Act, 1956.

10. SECRETARIAL AUDIT REPORT

M/s. S G & Associates, Practising Company Secretary, has conducted Secretarial Audit, pursuant to the provisions of the Companies Act, 1956, for the financial year 2013-2014. M/s. S G & Associates has submitted the Report confirming compliance with the applicable provisions of Companies Act, 1956 and other rules and regulations issued by SEBI and other regulatory authorities.

11. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are required to be attached to this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Annual Accounts of your Company sent to the shareholders do not contain the said annexure. Any member desirous of obtaining a copy of the said annexure may write to the Company Secretary at the Corporate Office.

12. INSURANCE

All the insurable interests of your Company including properties, equipments, stocks etc. are adequately insured.

13. DEPOSITS, LOANS AND ADVANCES

Your Company has not accepted any Public Deposits falling within the purview of Section 58A of the Companies Act, 1956. As such, no amount on account of principal or interests on public deposits was outstanding, as on 31 March, 2014. The details of loans and advances, which are required to be disclosed in the Company''s annual accounts, pursuant to Clause 32 of the Listing Agreement with the Stock Exchanges, are mentioned in Notes to accounts forming a part of this Report.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the year 2013-14, the Board of Directors state that:

a. The applicable accounting standards have been followed in preparation of the financial statements and there are no material departures from the said standards.

b. Reasonable and prudent accounting policies have been used in preparation of the financial statements and that they have been consistently applied, so as to give a true and fair view of the state of affairs of the Company as at 31 March 2014 and of the profit for the year ended on that date;

c. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The financial statements have been prepared on a going concern basis.

15. CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

Considering the Company''s business activities, information required under Section 217(1)(e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable to the Company. Particulars of foreign currency earnings and outgo are given in the notes to accounts forming part of this Report.

16. INTERNAL AUDIT

The Company has developed stringent Internal Control systems in its various business processes, commensurate with the size and nature of its business. The Company has entrusted the internal audit to M/s. Ernst & Young LLP, Chartered Accountants. The main thrust of the internal audit process is test and review of controls, independent appraisals of risks, business processes and benchmarking internal controls with best practices.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

17. EARNINGS AND OUTGO

Considering the Company''s business activities, information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable to the Company. Particulars of foreign currency earnings and outgo are given in the notes to accounts forming part of this Report.

18. ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to express the sincere appreciation for the support and the co-operation from the Banks, Financial Institutions, Shareholders, Vendors, Customers and all other business associates.

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also wish to place on record their gratitude to the Members for their continued support and confidence.

For and on behalf of the Board of Directors

Sunil Lulla Jyoti Deshpande Executive Vice Chairman & Executive Director Managing Director

Place: Mumbai Date: 29 May, 2014


Mar 31, 2013

To, The Shareholders,

The Board of Directors are pleased to present the Nineteenth Annual Report of your Company, together with the Audited Accounts for the financial year ended 31 March 2013.

FINANCIAL RESULTS

The summary of standalone and consolidated operating results, for the year ended 31 March 2013, and appropriation of divisible profits are stated below:

(Rs. in lacs)

Particulars (Standalone) (Consolidated) 2012-13 2011-12 2012-13 2011-12

Sales and other Income 93,322 82,132 107,435 96,318

Profit before tax 17,902 17,258 21,700 21,225

Less: Provision for tax 6,193 6,279 6,119 6,314

Less: Minority interest 128 127

Net profit after tax 11,709 10,979 15,453 14,784

Add: Balance carried forward from the profit 27,013 16,034 43,149 28,365 and loss A/c

Profit available for appropriations 38,722 27,013 58,603 43,149 Appropriations

Less: Transfer to general reserve 586 586

Less: Dividend 1,378 1,378

Less: Tax on dividend 223 261

Balance ofprofit carried forward to Balance Sheet 36,535 27,013 56,378 43,149

During the FY 2012-13, the Company successfully released 77 films in multiple languages, comprising 30 Hindi, 47 Tamil and other regional languages. The number of films released remained stable compared to 77 films released in FY 2011-12. Out of the 44 Tamil films released in FY 2012- 13, five were mainstream releases, compared to one Tamil mainstream release in FY2011-12.

Of the Company''s 30 Hindi releases during the year under review, some successful films included ''Housefull 2'', ''Cocktail'', ''Son of Sardaar'', ''Khiladi 786'', ''Teri Meri Kahaani'', ''Vicky Donor'' and ''English Vinglish''. ''Thuppaki'', ''Maatraan'' and ''Kadal'' were the three notable Tamil releases during FY 2012-13. Of India''s top ten box office grossing Hindi language films in FY 2012-13, two were released by Eros International [Source: Box Office India].

During the year the Company entered into an exciting collaboration with HBO Asia to launch two new premium advertising free television channels, namely HBO Defined and HBO Hits, that will showcase Hollywood and Bollywood library and new release content at compelling windows to tap into the rapidly growing pay television market within India.

The Company has well positioned itself to monetise its film library over emerging digital platforms, further diversifying its revenue streams.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the listing agreement requirements, the Management Discussion and Analysis Report is presented in a separate section forming a part of this Annual Report.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Company has allotted 184,483 equity shares to the employees against exercise of stock options pursuant to EROS Employee Stock Options Scheme 2009, thereby resulting in increase in the Company''s paid up share capital from Rs. 91,73,68,570 to Rs. 91,92,13,400 as on 31 March 2013.

Summary of information on the Company''s stock options, as required to be made in terms of provisions of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are provided in the Annexure attached to this Report.

DIVIDEND

During the financial year 2012-13, your Company had declared its maiden interim dividend of 15% amounting to Rs. 1.50 per equity share to all the shareholders of the Company. The Board has recommended to the Members that interim dividend be considered and treated as final dividend for the year 2012-13.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Company''s Articles of Association,

Mr. Dhirendra Swamp and Mr. Vijay Ahuja retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend their re-appointments for your approval.

The brief profiles of Mr. Dhirendra Swarup and Mr. Vijay Ahuja are given in the Notice convening the 19th Annual General Meeting and discussed at length in the Corporate Governance Report.

During the year, Ms. Jyoti Deshpande was appointed as an Executive Director of the Company, liable to retire by rotation, w.e.f. 24 September 2012, with the approval of Members at the Annual General Meeting.

SUBSIDIARY COMPANIES

As on 31 March 2013, the Company has 12 subsidiaries (including six direct and six indirect subsidiaries). Of the six direct subsidiaries, four are Indian and other two are foreign.

The financial statements of all the subsidiary companies, as on 31 March 2013, are included in the Consolidated Financial Statements, which are prepared in compliance with applicable Accounting Standards.

The Ministry of Corporate Affairs, vide its Circular No. 02/2011 dated 8 February 2011, has granted general exemption under Section 212(8) of the Companies Act, 1956, from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the Company''s Balance Sheet, subject to approval by the Board of Directors and furnishing of certain financial information in the Annual Report.

Accordingly, your Board of Directors, at its meeting held on

30 May 2013, have approved for not attaching the balance sheet, profit and loss account and other documents of subsidiary companies to the Company''s Balance Sheet. Your Company, having complied with all the conditions as stated in the said circular, has not attached the financial statements of its subsidiary companies for FY 2012-13. However, the financial statements will be made available to the investors seeking such information. The statement on financials of the subsidiary companies and statement on subsidiary companies pursuant to Section 212(8) of the Companies Act, 1956, forms a part of this Annual Report.

The Consolidated financial statements of your Company for the financial year 2012-13, have been prepared in compliance with applicable Accounting Standards.

AUDITORS

The Company''s Statutory Auditors, M/s Walker, Chandiok & Co., Chartered Accountants (Registration No. 001076N), retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of Statutory Auditors for FY 2013-14, if re-appointed.

The Audit Committee and the Board of Directors at their respective meetings held on 30 May 2013 have recommended the re-appointment of M/s. Walker Chandiok & Co., Chartered Accountants, Mumbai for your approval.

AUDITORS'' REPORT

The Auditors'' Report is unqualified and also does not contain any adverse remarks. The notes to the Accounts referred to in the Auditor''s Report are self explanatory and therefore, do not require any further explanation.

PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act, 1956, read with rules framed thereunder, is available for inspection at the Corporate Office of the Company. Any shareholder interested in obtaining a copy of the said statement may acquire it by writing to the Company Secretary and Compliance Officer at the Corporate Office of the Company.

INSURANCE

The Company''s property, equipment and stocks are adequately insured against major relevant risks.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance forms part of the Annual Report. As required by the listing agreement, a report from Practising Company Secretary regarding compliance of conditions of corporate governance forms part of this Report.

Further, a certificate duly signed by the Executive Vice Chairman and Managing Director and the Group Chief Financial Officer (India) on the financial statements of the Company for the year ended 31 March 2013 was submitted to the Board of Directors on 30 May 2013. This certificate is also attached hereto and forming part of this Report.

DEPOSITS, LOANS AND ADVANCES

Your Company has not accepted any Public Deposits falling within the purview of Section 58A of the Companies Act, 1956. As such, no amount on account of principal or interests on public deposits was outstanding, as on 31 March 2013. The details of loans and advances, which are required to be disclosed in the Company''s annual accounts, pursuant to Clause 32 of the Listing Agreement with the Stock Exchanges, are mentioned in Notes to accounts forming a part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the year 2012-13, the Board of Directors state that:

1. The applicable accounting standards have been followed in preparation of the financial statements and there are no material departures from the said standards.

2. Reasonable and prudent accounting policies have been used in preparation of the financial statements and that they have been consistently applied, so as to give a true and fair view of the state of affairs of the Company as at 31 March 2013 and of the profit for the year ended on that date;

3. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The financial statements have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the Company''s business activities, information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable to the Company.

Particulars of foreign currency earnings and outgo are given in the notes to accounts forming part of this Report.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to express the sincere appreciation for the support and the co-operation from the Banks, Financial Institutions, Shareholders, Vendors, Customers and all other business associates.

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also wish to place on record their gratitude to the Members for their continued support and confidence.

For and on behalf of the Board of Directors

Sunil Lulla Jyoti Deshpande

Executive Vice Chairman Executive Director and Managing Director

Place: Mumbai

Date: 30 May 2013


Mar 31, 2012

The Shareholders,

Eros International Media Limited

Mumbai

The Directors have the pleasure of presenting the Eighteenth Annual Report of the Company for the Financial Year ending 31 March 2012.

OVERVIEW

Eros International Media Limited is a leading global Company in the Indian film entertainment industry that acquires co- produces and distributes Indian language films in multiple formats worldwide.

FINANCIAL RESULTS

The summary of standalone and consolidated operating results for the year and appropriation of divisible Profits is given below:

(Rs. in Lakhs)

(Standalone) (Consolidated)

Particulars 2011-12 2010-11 2011-12 2010-11

Sales and other Income 82,132 48,589 96,318 71,592

Profit Before tax 17,258 10,246 21,225 15,188

Provision before Tax (6,279) (3,290) (6,314) (3,367)

Minority's Interest - - (127) (98)

Net profit after Tax 10,979 6,956 14,784 11,724

Add: Balance carried 16,034 9,078 28,365 16,642 from Profit and Loss A/c

Balance carried to the 27,013 16,034 43,149 28,365 balance sheet

The Company successfully released total of 77 films in Hindi and other regional languages reflecting its eminent position in the film industry. Out of the top ten box office Hindi films in India, four of them were Eros releases. Some of the major releases were Ra.One, Zindagi Na Milegi Doobara, Ready and Rockstar thus reiterating Eros leadership in the Indian Film Industry.

Some of the regional language films released during the financial year were "Velayudham", "Mambattiyan", "Engeyum Kadhal", "Vedi", "3", "Rajapattai", "Nanban" etc in Tamil; "Dharti", "Khushiyan" in Punjabi and 'Moraya" in Marathi.

During the year, an online entertainment platform "Eros Now" was launched to offer digitised Bollywood film content.

The Company was honoured with a Certificate of Excellence at the recently held Annual Inc. India Awards, a resource base for Indian Enterprise. A number of our film releases including

Rockstar, Zindagi Na Milegi Doobara, Ra - One and others won nearly 50 awards across a number of prestigious award ceremonies including Filmfare Awards, Screen Awards, Apsara Awards and Zee Cine Awards.

A statement showing details of the current financial year utilisation of initial public offering proceeds, raised in October 2010, is given in the notes to accounts forming part of the Annual Report.

During the financial year, a wholly owned subsidiary Company was incorporated in Singapore, namely, Digicine Pte Limited, on 30 March 2012 with a main purpose of carrying on production and/or distribution of films, music, programmes, or any other intellectual property rights etc.

MANAGEMENT DISCUSSION & ANALYSIS REPORT In accordance with the listing agreement requirements, the Management Discussion & Analysis report is presented in a separate section forming part of the Annual Report.

EMPLOYEE STOCK OPTION SCHEME

The Company has allotted 329,857 Equity Shares to the eligible employees pursuant to the Employees Stock Option Plan, 2009 ("ESOP") for its employees and its Directors in the said Financial Year.

The Information required to be disclosed in terms of the provisions of the SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999) is enclosed to the report.

DIVIDEND

With a view to strengthen the financial position of the Company, Directors did not recommend any dividend for its equity shareholders.

DIRECTORS

Dr. Shankar Nath Acharya, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has been proposed for re-appointment.

The Employment Agreement entered into between the Company and Mr. Sunil Lulla will expire on 27 September 2012. Further, his term of appointment as an Executive Vice Chairman and Managing Director of the Company will expire on 10 February 2013 in accordance with the special resolution passed at the Extra Ordinary General Meeting of the Company held on 11 February 2010. The Board of Directors at their meeting held on 26 May 2012 have considered the renewal of the Employment Agreement and terms of his appointment as an Executive Vice Chairman and Managing Director of the Company for a further period of 3 years to be made effective from 28 September 2012, subject to approval of shareholders in the Annual General Meeting.

As required under the Clause 49 of the Listing Agreement with the Stock Exchanges, the information on the particulars of the Directors proposed for appointment and/or reappointment has been given in the Notice of the Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT In terms of section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the year 2011-12, the Board of Directors state that:

1 The applicable accounting standards have been followed in preparation of the financial statements and there are no material departures from the said standards;

2 Reasonable and prudent accounting policies have been used in preparation of the financial statements and that they have been consistently applied, so as to give a true and fair view of the state of affairs of the Company as at 31 March 2012 and of the Profit for the year ended on that date;

3 Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4 The financial statements have been prepared on a going concern basis.

PRESENTATION OF FINANCIAL STATEMENTS The Ministry of Corporate Affairs (MCA) vide notification dated 28 February 2011 amended the existing Schedule VI to the Companies Act, 1956. The revised Schedule VI is applicable from financial year commencing from 1 April 2011. The financial statements of your Company for the year ended 31 March 2012 have been prepared in accordance with the revised Schedule VI and accordingly, the previous year's figures have been reclassified/ regrouped to conform to this year's classification.

CONSOLIDATED ACCOUNTS

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8 February 2011 had granted an exemption to companies from complying with Section 212 of the Companies Act, 1956 provided such companies fulfill conditions mentioned in the said circular. Accordingly, the Board of Directors of your Company at its meeting held on 26 May 2012 approved the audited consolidated financial statements for the financial year 2011-12 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the financial year 2011-12, have been prepared in compliance with applicable Accounting Standards.

The annual accounts and financial statements of the subsidiary companies of your Company and related detailed information shall be made available to members on request and are open for inspection at the Corporate Office of your Company during business hours on working days up to the date of Annual

General Meeting. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the financial statements of its subsidiary companies for the financial year 2011-12. A statement of summarised financials of all subsidiaries of your Company pursuant to the circular issued by the Ministry of Corporate Affairs, forms part of this report.

AUDITORS AND AUDITOR'S REPORT The Auditors, M/s Walker Chandiok & Co., Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and are eligible for reappointment as Auditors. The Audit Committee in their meeting held on 26 May 2012 has recommended the re-appointment of M/s Walker Chandiok & Co., Chartered Accountants, Mumbai.

The observations of the auditors' in their report read with the relevant notes to accounts are self explanatory and do not require any further explanation.

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 is available for inspection at the Corporate Office of the Company. Any shareholder interested in obtaining the particulars may obtain it by writing to the Company Secretary and Compliance Officer of the Company at the Corporate Office of the Company.

INSURANCE

The Company's property, equipments and stocks are adequately insured against major risks after taking into account all the relevant factors.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance forms part of the Annual Report. As required by the listing agreement, a report from Mr. Suhas Ganpule, Practising Company Secretary, Mumbai is attached herewith.

Further, a certificate duly signed by the Executive Vice Chairman and Managing Director and the Group Chief Financial Officer (India) on the financial statements of the Company for the year ended 31 March 2012 was submitted to the Board of Directors on 26 May 2012. This certificate is also attached to this report.

FIXED DEPOSIT

Your Company has not accepted any Fixed Deposits during the year 2011-12 and there are no outstanding fixed deposits from the public as on 31 March 2012.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Considering the business activities of the Company, information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable to the Company.

Particulars of foreign currency earnings and outgo during the year are given in the notes to accounts forming part of the Annual Report.

APPRECIATION AND ACKNOWLEDGEMENTS The Board of Directors take this opportunity to express their sincere appreciation for the support and the co-operation from the Banks, Financial Institutions, Shareholders, Vendors, Customers and all other business associates.

The Board of Directors also put on record their sincere appreciation of the hard work and commitment put in by the management and employees of the Company and thanks them for another good year for the Company.

For and on behalf of the Board of Directors

Sunil Lulla Executive Vice Chairman and Managing Director

Place: Mumbai

Date: 26 May 2012



 
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