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PVR Ltd.

BSE: 532689 | NSE: PVR |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE191H01014 | SECTOR: Media & Entertainment

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Annual Report

For Year :
2019 2018 2017 2016 2015 2014 2013 2012 2011

Director’s Report

Dear Shareholders,

The Directors have immense pleasure in presenting the Twenty-fourth Board Report on the business and operations of your Company along with standalone and consolidated financial statements for the year ended March 31, 2019.

1. Financial Summary and highlights

In Compliance with the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS) for the financial year 2018-19. The Standalone and consolidated financial highlights of the Company’s operations are as follows:

(Rs. in Lacs.)
























Profit before tax







Profit after tax







Earning per share







The financial results have been discussed in detail in the Management discussion and Analysis report forming part of this report.

2. Dividend and Dividend Distribution Policy

Your Directors have recommended a Final dividend of Rs.2/- (Two Rupees) per Equity Share of face value Rs.10 each fully paid-up (20 % of face value) for the financial year ended March 31, 2019 for your approval. The Dividend outgo will amount to Rs.1,127 lakhs approx including Dividend Distribution Tax.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a formal policy on Dividend Distribution. The policy on dividend distribution is annexed as Annexure ‘1’ to this report.

3. Transfer within Reserves

Your Company has transferred Rs.2,895 lakhs to the Debenture Redemption Reserve from Retained Earnings. Further, Company has utilised Rs.1,127 lakhs of retained earnings for payment of Dividend and Dividend Distribution tax. There is no change in General Reserve during the year.

4. Major events occurred during the year

Acquisition of SPI Cinemas Private Limited (“SPI”):

The Board of Directors in its meeting held on August 12,

2018, approved the acquisition of SPI via Share Purchase Agreement (SPA) by way of acquisition of 71.69% equity shares in SPI for a cash consideration of Rs.63,560 lakhs (including Rs.10,000 lakhs of Deferred consideration) and for the balance 28.31% stake, through issue of 1,599,974 equity shares of the Company to SPI shareholders in the ratio of 1:

18.19 equity shares in the Company, pursuant to the proposed scheme of amalgamation (“Scheme”). Consequent to above, on fulfilment of condition precedent in the said SPA, on August 17 2018, the Company completed the acquisition of 71.69% shareholding in SPI. As per the process, the proposed scheme has been approved by National Stock Exchange of India Limited & BSE Limited vide their letter dated January 21, 2019 and January 22, 2019 respectively. Subsequent to these approvals, the Company has filed an application with Hon’ble National Company Law Tribunal (“NCLT”) for the proposed merger of SPI with the Company. As per order of the NCLT, Meeting of Equity Shareholders, secured and unsecured creditors of the Company and unsecured creditors of SPI were held on April 24, 2019 and approvals were obtained for the proposed merger of SPI with the Company. The Company has filed an application with NCLT for final order in the matter.

NCLT vide order dated May 8, 2019 has fixed July 10, 2019 as the next date of hearing of the Petition for the consideration of the approval of the Scheme of Amalgamation between the Petitioner Companies.

The acquisition of SPI is of significant strategic value for the Company and will further strengthen the Company’s market leadership position in India. The acquisition will make the Company leader in the South Indian market and provide an attractive platform for us to expand in that geography, which currently is highly underpenetrated in terms of multiplexes. The Company expects to realise synergies and cost savings related to this acquisition as a result of purchasing and procurement economies of scale and general and administrative expense savings, particularly with respect to the consolidation of corporate related functions and elimination of redundancies.

SPI had following cinemas in its portfolio:

Sr. No.





Palazzo, The Forum Vijaya Mall, Chennai

Tamil Nadu



Sathyam , Royapettah, Chennai

Tamil Nadu



Escape, Express Avenue Mall, Chennai

Tamil Nadu



The Cinema, Brookefields Mall, Coimbatore

Tamil Nadu



S2 Perambur, Spectrum Mall, Chennai

Tamil Nadu



S2 Theyagaraja, Thiruvanmiyur, Chennai

Tamil Nadu



Le Reve, Globus Mall, Bandra, Mumbai




Casino, Chennai*

Tamil Nadu



Kripa, Mahathma Gandhi Road, Trivandrum




S2 Warangal, Maddox Mall, Warrangal




The Cinema, GT World Mall, Bengaluru




The Cinema, Providence Mall, Puducherry

Tamil Nadu



The Cinema, Guntur

Andhra Pradesh



S2 Mallapur, Noma Talkies, Hyderabad




S2 Haseen, Bhiwandi




Aura Cinema, Bengaluru**





*Company has shut down operations of Casino, Chennai w.e.f. April 1, 2019; ** Aura Cinema, Bengaluru was under construction at the time of acquisition.

For further detail on the transaction please refer financial statements.

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

Pursuant to Regulation 34 of the listing Regulations, the stated information is adequately captured in Management discussion and Analysis report, forming part of this Annual Report.

6. Capital Structure

During the year, there was no change in the Company’s authorised, issued, subscribed and paid-up equity share capital.

7. Details of Employee Stock options

At present, the Company has one Employee Stock Options Schemes (ESOS), namely, “PVR Employee Stock options schemes 2017”. The Nomination committee administers and monitors the Company’s ESOS Scheme.

Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (the ESOP Regulations), a disclosure with respect to ESOS Schemes of the Company as on March 31, 2019, is available on Company’s website The scheme is in compliance with ESOP Regulations.

Refer financial statements forming part of this annual report for further details on Scheme.

8. Issue of Debentures

During the year, your Company raised 5,000 lakhs through issuance of Secured rated listed Non-Convertible Debentures (NCD) at face value of 10 lakhs each on private placement basis.

Refer financial statements forming part of this annual report for further details on Debentures.

9. Credit rating of Securities

As on March 31, 2019, the Company was rated by two domestic rating agencies, namely CRISIL and ICRA which is as follows.

Sr. No.

Name of Agency


Name of Instrument

Date of Rating

Amount (Rs. Cr)




Non-Convertible Debenture




Bank Loan Facilities




Commercial Paper






Non-Convertible Debenture




Bank Loan Facilities (Including Working Capital Facilities)



10. Transfer to Investor Education and Protection Fund

The Company has transferred a sum of Rs.6.35 lakhs during the year to the Investor Education and Protection Fund established by the Central Government, in compliance with the Companies Act, 2013. The said amount represents unclaimed dividends which were lying with the Company for a period of seven years from their respective due dates. Further, the Company has transferred 397 shares to Investor Education and Protection Fund Authority established by the Central Government, in compliance with the Companies Act, 2013.

Any shareholder whose shares or unclaimed dividend has been transferred to the Fund, may claim the shares under provision to sub-section Section 124(6) or apply for refund under Section 125(3)(a) or under proviso to Section 125(3), as the case may be, to the Authority by making an application in Form IEPF- 5 online available on website along with fees.

11. Directors

On March 27, 2019 the Company has appointed Ms. Deepa Misra Harris as an Independent Women Director on the Board of the Company as per Regulation 17 of SEBI (Listing Obligations and Obligations Disclosure) Requirements, 2015. Ms. Deepa holds master’s degree from LSR College, Delhi University and has been part of Impact’s 50 most influential women in marketing for three years and is on the Business Today list of most powerful business women for two years. Currently, she is Sales and marking head for Taj Hotels, Palaces, Resorts and Safaris. She has led a team of 600 professionals, fuelling robust sales performance, fine-tuning processes and managing worldwide reservations, revenue and distribution across all channels. She has a work experience of more than 30 years in high end luxury hospitality category.

Mr. Sanjay Khanna an Independent Director of the Company resigned from the Board and various committees of the Board, effective from April 15, 2019 due to his pre-occupancy and personal reasons.

Pursuant to Section 149 read with Section 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of the retirable Directors shall retire every year and, if eligible, may offer for re-appointment. Consequently,

Ms. Renuka Ramnath who retires by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment in accordance with the provisions of the Companies Act, 2013.

Mr. Sanjai Vohra, Mr. Amit Burman and Mr. Vikram Bakshi who are Independent Director’s and whose terms of appointments cease on the ensuing Annual General Meeting have been recommended by the Board for the reappointment for another term of 5 years from the date of the ensuing Annual General Meeting on July 25, 2019. There brief resume, the nature of expertise in specific functional areas, name of Companies in which they hold directorship, committee membership/ Chairmanships, his shareholding in the Company etc. are furnished in the explanatory statement to the notice of the ensuing AGM.

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

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

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

12. Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name of the Employee


Mr. Ajay Bijli

Chairman cum Managing Director

Mr. Pankaj Dhawan

Company Secretary cum compliance officer

Mr. Nitin Sood

Chief Financial Officer

There is no change in KMP’s during the year.

13. Meetings of the Board of Directors

During the Financial Year 2018-19, Board of Directors have met six times. The details of Board Meetings and Committee Meetings are given in the Corporate Governance Report.

14. Recommendations of Audit Committee

Audit Committee as on March 31, 2019 was comprised of the following independent directors:

- Mr. Sanjai Vohra;

- Mr. Amit Burman;

- Mr. Vikram Bakshi; and

- Mr. Sanjay Khanna.

All recommendations of Audit Committee were accepted by the Board of Directors.

15. Policy on Directors appointment and Remuneration

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

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

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board, its Committees and Individual Directors, including Independent Directors.

In order to evaluate the performance and various aspects of the functioning of the Board and its Committees such as adequacy of the Constitution and Composition of the Board and its Committees, are assessed, matters addressed in the Board and Committee Meetings, processes followed at the meetings, regulatory compliances and Corporate Governance, etc are reviewed. Similarly, for evaluation of Directors’ performance, their profile, contribution in Board and Committee Meetings, execution and performance of specific duties, obligations, regulatory compliances and governance are evaluated.

During the financial year under review the Independent Directors had met separately without the presence of any Non-Independent Directors and the members of management and discussed, inter alia, the performance of Non-Independent Directors and Board as a whole and reviewed the performance of the Chairman of the Company after taking into account the views of Executive and Non-Executive Directors.

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

The Directors expressed their satisfaction with the evaluation process.

17. Remuneration of Directors and Employees

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

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

18. Directors’ Responsibility Statement

Pursuant to requirements of Section 134(3)(c) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, the Directors confirm:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(b) That such accounting policies have been selected by them and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit and loss of the Company for the year ended on that date;

(c) That proper and sufficient care has been taken by them for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the annual accounts have been prepared by them on a going concern basis;

(e) That they have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively, and

(f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. Internal Financial Control and their adequacy

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. Further, Audit committee interact with the statutory auditors, internal auditors and management in dealing with matters within its terms of reference. During the year, such controls were assessed and no reportable material weakness in the design or operations were observed. Accordingly, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during financial year 2018-19.

Refer Statutory Auditor report on internal financial controls forming part of this annual report for Auditors opinion on internal financial controls.

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

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

21. Report on the Performance & Financial Position of Subsidiaries

As on March 31, 2019, following are the list of subsidiaries of the Company:

Sr. No.

Name of the Company


SPI Cinemas Private Limited


PVR Pictures Limited


Zea Maize Private Limited


P V R Lanka Limited


SPI Entertainment Projects (Tirupati) Private Limited (Step down subsidiary of SPI Cinemas Private Limited)


PVR Middle East FZ-LLC

During the year, on August 17, 2018, your Company acquired 71.69% stake in SPI Cinemas Private Limited. Further, Company has incorporated PVR Middle East FZ-LLC in UAE region.

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 report on performance and financial position of subsidiaries is annexed as per Annexure ‘4’ which forms part of this report.

In terms of provisions under Section 136 of the Companies Act, 2013, audited accounts of the subsidiary companies are placed on its website at

The Company will make available physical copies of these documents upon request by any shareholder of the Company. These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of Annual General Meeting.

22. Disclosure on Deposit under Chapter V

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

23. Particulars of Loans, Guarantee or Investment under Section 186 of the Companies

Pursuant to Section 134(3)(g) of the Companies Act, 2013 (Act) a statement containing of loans, guarantee or investment under Section 186 of the Act as at end of the Financial Year 2018-19 is annexed as Annexure ‘5’ which forms part of this report.

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

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

During the year, the Company has not entered into any contract or arrangement with related parties which could be considered ‘material’ according to the policy of the Company on Materiality of Related Party Transactions.

Your attention is drawn to the Related Party Disclosures set out in the Financial Statements.

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

The Company has in place a CSR Policy in line with Schedule VII of the Companies Act, 2013. As per the policy, the CSR activities are carried by PVR Nest which focuses inter alia on:

a) Education and social development of the most vulnerable Sections of our society;

b) Hunger, Poverty, Malnutrition and Health;

c) Sanitation and Safety;

d) Gender Equality; and

e) Environmental Sustainability

A report on CSR activities is furnished in Annexure ‘6A & 6B’ which forms part of this report.

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

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo are attached as Annexure ‘7’ which forms part of this report.

27. Development and Implementation of Risk Management

Risk management is embedded in PVR’s operating framework.

The Company believes that risk resilience is key to achieving higher growth. To this effect, there is process in place to identify key risk across the Company and prioritise relevant action plans to mitigate these risks.

The Company has duly approved a Risk Management Policy. The objective of this policy is to have well-defined approach to risk. The Policy lays down broad guidelines for timely identification, assessment and prioritisation of risks affecting the Company in the short and foreseeable future.

The Policy suggests framing an appropriate response action for the key risks identified, so as to make sure that risks are adequately addressed or mitigated.

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

28. Disclosure on Vigil Mechanism

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

The policy ensures that strict confidentiality is maintained while dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

With effect from April 1, 2019 the Company has revised its

Whistle Bowler Policy as approved by its Board of Directors in the meeting held on May 10, 2019 in line with changes mandated by the SEBI.

The Company has always provided a congenial atmosphere for work to all employees, free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex.

29. Material orders of Judicial Bodies/ Regulators

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

30. Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) were appointed as statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the twenty-second Annual General meeting held on July 24, 2017 untill the conclusion of twenty-seventh Annual General meeting of the Company, subject to annual ratification by members at every Annual General meeting, is required under the Act.

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

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

M/s. B S R & Co. LLP, Chartered Accountants, have submitted their Report on the financial statements of the Company for the financial year 2018-19, which forms part of this Report. They have issued an unmodified Audit opinion without any qualification, reservation, adverse remark.

31. Secretarial Auditors and their Report

M/s. Arun Gupta & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2018-19 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in prescribed form MR-3 is annexed as Annexure ‘8’ to this report.

There are no qualifications or observations or other adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the Financial Year 2018-19 which call for any explanation from the Board of Directors.

32. Compliance with Secretarial Standard

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

33. Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return as on March 31, 2019 in the prescribed Form No. MGT-9 is annexed as Annexure ‘9’ and forms part of this report.

34. Consolidated Financial Statements

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

35. Prevention of Sexual Harassment Policy

The Company is committed to provide a protective environment at work place for all its women employees to ensure that every woman employee is treated with dignity and respect and as mandated under “The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013”.

The Company has in place a formal policy for prevention of sexual harassment of its women employees and also constituted an Internal Complaints Committee for them. The total number of complaints filed during the financial year 2018-19 was 21 and total numbers of complaints disposed were 21 and the total numbers of complaints pending during at the end of the financial year 2018-19 is Nil.

36. Business Responsibility Report

As stipulated under the listing regulations, the Business Responsibility Report, describing the initiatives taken by the Company from Environment, Social and governance perspective is presented in a separate Section, forming part of the Annual Report.

37. Management Discussion and Analysis Report

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

38. Corporate Governance

The Company is committed to uphold the highest standards of corporate governance and believes that the business relationship can be strengthened through corporate fairness, transparency and accountability. Your Company complies with all the mandatory provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 revised from time to time.

A report on Corporate Governance along with a certificate received from a Practicing Company Secretary is attached and forms integral part of the Annual Report. A certificate from Chairman cum Managing Director and Chief Financial Officer of the Company, confirming the correctness of the financial statements, compliance with Company’s Code of Conduct and adequacy of the internal control measures as enumerated and reporting of matters to the Audit Committee in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached and forms part of this report.

39. Acknowledgements

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

For and on behalf of the Board of Directors

of PVR Limited

Place: Mumbai Ajay Bijli

Date: May 10, 2019 Chairman cum Managing Director

Director’s Report