Eros International Media Limited
The Directors have the pleasure of presenting the Eighteenth Annual
Report of the Company for the Financial Year ending 31 March 2012.
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.
The summary of standalone and consolidated operating results for the
year and appropriation of divisible Profits is given below:
(Rs. in Lakhs)
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
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
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.
With a view to strengthen the financial position of the Company,
Directors did not recommend any dividend for its equity shareholders.
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.
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,
The observations of the auditors'' in their report read with the
relevant notes to accounts are self explanatory and do not require any
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.
The Company''s property, equipments and stocks are adequately insured
against major risks after taking into account all the relevant factors.
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.
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
Executive Vice Chairman and Managing Director
Date: 26 May 2012