Directors Report of Pritish Nandy Communications Ltd.

Mar 31, 2024

Your Directors present the 31st Annual Report on the business and operations of the Company together with the audited financial accounts for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

Total income from operations for this year was ''5,771.93 lakh as compared to ''1,825.08 lakh for the earlier year. The Company made a profit of '' 218.68 lakh after tax as compared to a loss of '' 405.56 lakh after tax in the preceding year.

In '' lakh
Particulars	Standalone
	Year ended March 31, 2024	Year ended March 31, 2023
Income from operations	5,771.93	1,825.08
Other income	63.57	55.12
Total turnover	5,835.50	1,880.20
Total expenditure	5,628.64	2,289.51
Profit/ (loss) before exceptional and extraordinary items and tax	206.86	(409.31)
Current tax	0.00	0.00
Profit/ (loss) after current tax	206.86	(409.31)
Deferred tax	(11.82)	(3.75)
Profit/ (loss) after tax	218.68	(405.56)
Dividend (%)	0	0
Transfer to reserves	0	0
Balance in statement of profit and loss	(835.98)	(1,049.92)
Paid up capital	1,446.70	1,446.70
Earnings per share ('')	1.51	(2.80)
Book value per share ('')	52.20	50.72

PRESENT ECONOMIC SITUATION AND PERFORMANCE OF THE COMPANY

¦ During the year under review, the Company completed the principal photography for the Company’s upcoming new series The Royals, a romantic comedy for Netflix, the world’s leading streaming platform.

The Company’s new Amazon Original series “Ziddi Girls”, the filming of which is complete and is expected to release on Prime Video this year.

The Company is planning to commence production of a new show in this financial year for another reputed international studio. More details of that show will be announced by the studio shortly.

During the year under review, the Company’s income from operations reached '' 5,771.93 lakh with a profit after tax of '' 218.68 lakh. The Company continued to review advances for content as in the past and the Company has written off an amount of '' 13.42 lakh incurred in developing content that is no longer viable to take up in the future.

As per the FICCI E&Y Report 2024, the Indian M&E sector continued its growth trajectory and it grew by '' 173 billion (8.1%) to reach '' 2.32 trillion (US$27.9 billion). The sector is expected to grow by 10.2% to reach ''2.55 trillion by 2024, then grow at a CAGR of 10% to reach '' 3.08 trillion by 2026. The Report has also shown a significant growth of digital media. With streaming platforms continuing to grow viewership, the immediate future of the content business looks stable and strong. Particularly for a Company like yours, which makes shows for global streaming platforms.

The PNC film library is streaming on multiple OTT platforms, giving our earlier work a new life, a new audience apart from those who watch these films on satellite television on the Star TV platform. This growing viewership strengthens your Company’s repute as Storytellers to the World.

Our objective is to scale up our existing business primarily through continuing to create and make new content, both original series and movies, that top-rated global studios are ready to fund and acquire. Simultaneously, we intend to leverage our existing content library across various platforms on a global scale. Our business model intends to remain predictable, scalable, and sustainable, ultimately leading to greater profitability.

DIVIDEND

Your Directors do not recommend any dividend for this year.

LISTING WITH THE STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the Bombay Stock Exchange Ltd (BSE) and National Stock Exchange of India Ltd (NSE). The listing fees payable to both the stock exchanges for the year 2024-25 have been paid.

TRANSFER TO RESERVES

Your Company has not transferred any amount to the general reserve.

DEPOSIT FROM PUBLIC

The Company has not accepted any deposits within the meaning of Sections 73, 74 and 76 of the Companies Act, 2013 (“the Act”) and the rules framed thereunder.

SUBSIDIARIES

The Company has two subsidiaries: PNC Digital Limited and PNC Wellness Limited. There are no associate companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of its subsidiaries.

Pursuant to Section 129(3) of the Act, in addition to the financial statements provided under Section 129(2) of the Act, consolidated financial statements of the Company and its subsidiaries in the same form and manner as that of its own shall also be laid before the Annual General Meeting (AGM) of the Company. A statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is appended as Annexure I.

Pursuant to the provisions of Section 136 of the Act, the standalone financial statements and consolidated financial statements of the Company along with relevant documents and separate audited accounts in respect of its subsidiaries are available on the Company’s website www.pritishnandycom.com

PNC Digital Limited

This subsidiary was kept in order to explore new opportunities that may emerge in the streaming business by leveraging the goodwill and stature of the PNC brand. One of its roles can be that of an intermediary providing distribution services to content makers who are struggling to shift from traditional media to digital, where our Company believes the future lies. However, on the basis of a fair valuation report done by an independent registered valuer, the Company has impaired the value of its investment in this subsidiary by '' 33.39 lakh for the year under review.

PNC Wellness Limited

This subsidiary operates in the wellness business segment which it pioneered in India when it opened Moksh: The Wellness Place in Mumbai. After a decade of innovative activity, with rentals increasing and the wellness business, like many others, shifting to digital platforms, Moksh was shut down.

The subsidiary however continues, intending to use the brand’s goodwill and reputation to build a digital opportunity at an appropriate time.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments 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 profit/ (loss) of the Company for that period;

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

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and such controls appear adequate and are operating effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2023-2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and Articles of Association of the Company, Pritish Nandy (DIN: 00006331), Director of the Company, retire by rotation at the ensuing AGM, and being eligible, offers himself for reappointment. A resolution seeking Shareholders’ approval for his reappointment forms part of the notice.

Pallab Bhattacharya. (DIN: 00008277) a Wholetime Director of the Company is proposed to be appointed for a further period of 3 years with effect from February 17, 2025.

Similarly, Rangita Pritish Nandy (DIN: 00005690) a Wholetime Director of the Company is proposed to be appointed for a further period of 3 years with effect from February 18, 2025.

Resolutions seeking Shareholders’ approval for their re-appointment forms part of the notice.

COMPLIANCE ON CRITERIA OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent Director under Section 149(7) of the Act, that he/ she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, except for the sitting fees, the Independent Directors of the Company had no other pecuniary relationship or transactions with the Company.

PARTICULARS OF EMPLOYEES

This disclosure required to be furnished pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure II.

BOARD MEETINGS HELD DURING THE YEAR

As required under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year four meetings of the Board of Directors were held and one meeting of independent Directors was held. The details of the meetings of the Board are furnished in the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors including Independent Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by the Securities and Exchange Board of India (SEBI) and the SEBI Listing Regulations.

Further, the Independent Directors, at their exclusive meeting held during the year on March 27, 2024, reviewed the performance of the Board, its Chairman and Non-Executive Directors, as well as its Executive Directors, and other items as stipulated under the SEBI Listing Regulations.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF REPORT

There has been no material change and / or commitment made affecting the financial performance of the Company that has occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

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 this Directors’ report.

AUDITORS

Statutory Auditors

BD Jokhakar & Co., Chartered Accountants (FRN 104345W) were re-appointed as Statutory Auditors of the Company for another term of 5 years at the 29th AGM held on August 26, 2022 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors till the conclusion of the 34th AGM of the Company to be held for the financial year 2026-2027.

AUDITORS’ REPORT

The Auditors’ Report does not contain any qualifications, reservations or adverse remarks.

In the Emphasis of Matter paragraph, the auditors have stated:

“We draw attention to note 33(b) on the standalone financial statements which relates to impairment loss of '' 33.39 lakhs in investment in subsidiary company “PNC Digital Limited.” based on the factors stated in the said note.

We further draw attention to note 35(a) on the standalone financial statements which describe the facts related to the legal proceedings initiated by the Company for the recovery of an advance of ''150 lakh. The management considers the same as good and fully recoverable. The legal opinion obtained by the Company supports this. We have relied on the opinion and consequently the Company has not made provision of any amount there against.

We further draw attention to note 35(b) on the standalone financial statements which describes that the Company has received an award of '' 3.52 crore plus interest of '' 35 lakh received by the Company in its favour in the arbitration case filed against White Feather Films (Proprietor Sanjay Gupta). White Feather Films has gone in appeal against the above said award. The court has directed the proprietor not to dispose off/create any third-party rights on his properties which are valued at '' 12 crore. Proceedings are ongoing and in view of the same outstanding of '' 3.17 crore is considered as fully recoverable and consequently there is no provision made of any amount there against.

Our opinion is not modified in respect of the above matters”.

Your Directors confirm that the matters referred to in the segment relation to Emphasis of Matter by the independent auditors in their report have been clarified in notes 33(b), 35(a) and 35(b) of the standalone financial statements which are self-explanatory and reproduced below.

NOTE - 33(b)

The Company has an impaired investment of ''19.26 lakh in equity shares of subsidiary viz PNC Digital Limited as at March 31, 2024. During the year this subsidiary has earned a nominal income from its non-operational activities. The net worth of this subsidiary is ''19.33 lakh as on March 31, 2024.This subsidiary will continue its efforts in future. Although, this subsidiary has unfettered access to the film content of the holding company and requires no additional capital deployment to earn revenue, Company has impaired the value of its investment in this subsidiary by '' 33.39 lakh for the period under review, based on fair valuation report.

NOTE - 35(a)

The Company has initiated proceedings for the recovery of an amount of ''1.50 crore given to Saboo Films Pvt Ltd and Bharat film Works against film rights. Proceedings are ongoing before the City Civil Court and the management considers the same as fully recoverable and hence no provision is made. Legal opinion obtained by the Company supports this.

NOTE - 35(b)

The Company had received an award of '' 3.52 crore plus interest of '' 35 lakh in its favour in the arbitration filed against White Feather Films (Proprietor Sanjay Gupta). White Feather Films has gone in appeal against the award and was directed to deposit an amount of '' 3 crore by the Bombay High Court, which they failed to do. The Company has filed a petition for execution of the arbitration award. The Bombay High Court has restrained Sanjay Gupta from disposing of, encumbering, alienating, transferring, and parting with the possession of or creating any third party rights or interest in his 3 properties in Pune and Khandala valued at ''12 crore. The advance of '' 3.18 crore is therefore considered as fully recoverable.

SECRETARIAL AUDITORS’ REPORT

VN Deodhar & Company, practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the fiscal year 2024, as required under Section 204 of the Act and rules thereunder.

The Secretarial Auditors’ Report is given as Annexure III which forms part of this report. The Secretarial Auditors’ Report states that during the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned therein.

MANAGEMENT DISCUSSIONS AND ANALYSIS

A detailed report on Management Discussion and Analysis is enclosed with this report.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the internal audit function is well defined in the organization. To maintain its objectivity and independence, the Internal Auditor submits his report to the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system of the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of the Internal Auditor, officers undertake corrective action in their respective areas and thereby strengthen control. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy, pursuant to the provisions of Section 134(n) of the Act, which enables identification and evaluation of business risks and opportunities. This policy seeks to create transparency, minimize adverse impacts on business objectives and enhance the Company’s competitive advantage.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE ACT

The particulars of loans, guarantees and investments have been disclosed in the standalone financial statements.

TRANSACTIONS WITH RELATED PARTIES

All Related Party Transactions entered into during the financial year were on an arm’s length basis and in the ordinary course of business. Details of Related Party Transactions are disclosed in note 31 of the Audited Standalone Financial Statements of the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return for FY 2023-24 is available on Company’s website. www.pritishnandycom.com.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act’) and Rules made thereunder, your Company has constituted an Internal Complaints Committee (ICC). While maintaining the highest governance norms, the Company has, within the ICC, appointed an external independent person who has worked in this area and has the requisite experience in handling such matters.

During the year, no complaints were received by the Committee.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company’s CSR policy is aimed at demonstrating care for the community through its focus on education, skill development, health, wellness and research on content.

Further, in accordance with the provisions of Section 135 of the Act and rules framed thereunder, the Company has adopted and constituted a CSR Committee of Directors comprising of the following:

Sunil Kumar Alagh, Chairman Karan Ahluwalia Pallab Bhattacharya

The detailed policy and constitution of the committee is available on the Company’s website.

No CSR provision is applicable for the financial year ended on March 31, 2024 as the average net profit of the Company for the last three financial years is inadequate.

DISCLOSURE REQUIREMENT

As per SEBI Listing Regulations, Corporate Governance Report with auditors’ certificate thereon and Management Discussion and Analysis are attached, which form part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and confirms that such systems are adequate and operating effectively.

Details of the familiarization programs of the independent Directors are available on the website of the Company.

Policy for determining material subsidiaries of the Company is available on the website of the Company.

Policy on dealing with related party transactions is available on the website of the Company.

Policy on fair disclosure and code of conduct required to be set out by the Company under SEBI (PIT) Regulations, 2015 is available on the website of the Company.

The website of the Company is www.pritishnandycom.com.

The Company has formulated and published a Whistle Blower Policy to provide vigil mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Act and the SEBI Listing Regulations with stock exchanges.

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

As per Section 134(3) (m) of the Act, the particulars of Energy Conservation, Research and Development and Technology Absorption are not applicable to your Company.

Foreign Exchange Earnings and Outgo during the year are given in Annexure IV which forms part of the report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There are no amounts which remained unclaimed and unpaid, for a period of 7 years from the date of declaration of dividend.

ACKNOWLEDGEMENT

The Board thanks all stakeholders in the Company, clients, bankers and financial institutions for their continued support to the Company and their confidence in its management. It also wishes to record its appreciation of the efforts put in by all staff and associates of the Company.

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Mar 31, 2018

The Directors have the pleasure of presenting the 25th Annual Report on the Company’s business and operations together with audited financial statements for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

Total income for this year was Rs. 2,005.21 lakh as compared to Rs. 478.17 lakh for the earlier year. The Company made a profit of Rs. 157.59 lakh before tax as compared to a loss of Rs. 155.34 lakh before tax in the preceding year. Profit after deferred tax is Rs. 210.33 lakh.

In Rs. lakh

Particulars	Standalone
	Year ended March 31, 2018	Year ended March 31, 2017
Income from operations	1,955.54	221.79
Other income	49.67	256.38
Total income	2,005.21	478.17
Total expenditure	1,847.62	633.51
Profit/ (loss) before exceptional and extra ordinary items and tax	157.59	(155.34)
Current tax	20.00	0.19
Profit/ (loss) after current tax	137.59	(155.53)
Deferred tax	(72.74)	(18.16)
Profit/ (loss) after deferred tax	210.33	(137.37)
Dividend (%)	0	0
Transfer to reserves	0	0
Balance in statement of profit and loss	(280.00)	(488.03)
Paid up capital	1,446.70	1,446.70
Earnings per share (Rs.)	1.45	(0.95)
Book value per share (Rs.)	56.04	54.60

PRESENT ECONOMIC SITUATION AND PERFORMANCE OF THE COMPANY

A positive and upward trend in the media and entertainment sector and the increasing demand for content—filmed entertainment and serialized television and streaming shows-- provides opportunities to your Company to grow its business. Your Company is well aligned with the audience’s new content preferences and is clearly focussed on what appeals to younger viewers who are today’s the largest consumers of content across different platforms.

As digital OTT platforms battle for mindshare of new age audiences, content makers like your Company see an increasing opportunity for creating innovative shows that can appeal to such platforms. Your Company is currently producing the first season of a 10-part fictional show set in Mumbai called Four More Shots Please! for Amazon Prime Video. Principal photography for the series is complete and post-production, quality check and the final delivery process is now on. With the positive research findings on the show, which is yet to screen its first season, your Company has already been commissioned to develop seasons two and three. Your Company is also engaged in discussions with other OTT players for developing scripted and unscripted shows.

Your Company continues to remain engaged in the development and production of filmed entertainment content. Three new feature film projects are in progress including one to be directed by Remo D’Souza and another by Anu Menon.

Your Company has also reissued the satellite broadcasting and digital streaming rights of its film library to Star and Hotstar. The film library is also being streamed on a non-exclusive basis on OTT platforms like Jio, Sony and Spuul.

In its 25th year of operations, your Directors believe that your Company has positioned itself as one of the more innovative multi-platform content production house in India with global reach and recognition. Its filmed entertainment products are widely respected. Its serialized content will soon be available across the globe, localized in different languages.

DIVIDEND

To conserve cash resources your Directors do not recommend any dividend for this year.

LISTING WITH THE STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the Bombay Stock Exchange Ltd (BSE) and National Stock Exchange of India Ltd (NSE). The listing fees payable to both the stock exchanges for the year 2018-2019 have been paid.

TRANSFER TO RESERVES

Your Company has not transferred any amount to the general reserve.

DEPOSIT FROM PUBLIC

The Company has not accepted any deposits within the meaning of Sections 73, 74 and 76 of the Companies Act, 2013 (the Act) and the rules framed thereunder.

SUBSIDIARIES

The Company has two subsidiaries: PNC Digital Ltd and PNC Wellness Ltd. There are no associate companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of its subsidiaries.

Pursuant to Section 129(3) of the Act, in addition to the financial statements provided under Section 129 (2) of the Act, consolidated financial statements of the Company and its subsidiaries in the same form and manner as that of its own shall also be laid before the Annual General Meeting of the Company. A statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is appended as Annexure 1.

Pursuant to the provisions of Section 136 of the Act the financial statements and consolidated financial statements of the Company along with relevant documents and separate audited accounts in respect of its subsidiaries are available on the Company’s website.

PNC Digital Limited

There has been no material change in the nature of the business of this subsidiary. Its principal business is sourcing content for digital streaming, setting up delivery systems for digital streaming and running the business of content aggregation as well as any other technology business using the internet as its primary delivery platform. Efforts till date have not translated into revenue generation but this subsidiary will continue its efforts. Essentially this subsidiary will function as a bridge between content producers and digital distributors. There is no revenue generated in the year 2017-18 resulting in a loss.

PNC Wellness Limited

There has been no material change in the nature of the business of this subsidiary. It is in dialogue with other business enterprises to expand the wellness business through the digital medium. This subsidiary owns several wellness brands like Moksh, Power Yoga, Passion Yoga, Cool Yoga, Couple Yoga, etc. and is exploring avenues to commercialise its aforesaid brands by introducing them into a joint venture wellness enterprise. Considering that there was no revenue generation during the year, your Company has made further provision for diminution in values of its investments by 1/5th of its book value. The holding Company is facilitating and supporting the revival of this subsidiary’s business.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments 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 of the Company for that period;

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

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and Articles of Associations of the Company, Rina Pritish Nandy, Director of the Company, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers herself for re-appointment.

COMPLIANCE ON CRITERIA OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent Director under Section 149(7) of the Act, that he/ she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

During the year, except for the sitting fees, the independent Directors of the Company had no other pecuniary relationship or transactions with the Company.

PARTICULARS OF EMPLOYEES

This disclosure required to be furnished pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure II.

BOARD MEETINGS HELD DURING THE YEAR

As required under the Act and Listing Regulations, during the year 4 meetings of the Board of Directors were held and one meeting of independent Directors was also held. The details of the meetings of the Board are furnished in the Corporate Governance Report.

ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors including independent Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed in the Listing Regulations.

Further, the independent Directors, at their exclusive meeting held during the year on March 28, 2018, reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF REPORT

There has been no material change and commitment, affecting the financial performance of the Company occurred between the end of the financial year of the Company to which the financial statements relate till the date of this report.

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 this Directors’ report. AUDITORS

The term of existing Statutory Auditors BD Jokhakar and Co, Chartered Accountants (FRN 104345W), is coming to an end at the conclusion of the forthcoming Annual General Meeting. Your Directors recommend re-appointment of BD Jokhakar and Co, Chartered Accountants, (FRN 104345W) to hold office for four more financial years from the conclusion of the forthcoming Annual General Meeting till the conclusion of 29^th Annual General Meeting to be held for the year ending on March 31, 2022.

AUDITORS’ REPORT

The Auditors’ Report does not contain any qualifications, reservations or adverse remarks.

In the Emphasis of Matter paragraph, the auditors have stated:

“We draw attention to Note 37(a) on the standalone Ind AS financial statements which relates to investment in wholly owned subsidiary company “PNC Wellness Ltd.”. The investment in this subsidiary stands at Rs. 174.60 lakh whereas the net worth of the subsidiary is Rs. 72.38 lakh as at March 31, 2018. Considering that company has made provision for diminution in value of investment in this subsidiary by 1/5th of its book value and considers the balance retained book value as fully realizable no further provision is made for the diminution in book value of investment which is considered as temporary.

We further draw attention to Note 37(b) on the standalone Ind AS financial statements which relates to investment in subsidiary company “PNC Digital Ltd.”. The investment in this subsidiary stands at Rs. 70.20 lakh whereas the net worth of the subsidiary is Rs. 8.37 lakh as at March 31, 2018. The Company has agreed to provide its films to this subsidiary to explore revenue opportunities on the digital platform and exploit it to its commercial advantage. In view of the fact that this subsidiary has unfettered access to the film content of the Holding company and requires no additional substantive capital deployment to generate revenue no provision for diminution in value of investment, which is considered temporary, has been made in the accounts.

We further draw attention to Note 39(a) on the standalone Ind AS financial statements which describe the facts related to the legal proceedings initiated by the Company for the recovery of an advance of Rs. 150.00 lakh. The management considers the same as good and fully recoverable. The legal opinion obtained by the Company supports this. We have relied on the opinion and consequently the Company has not made provision of any amount there against.

We further draw attention to Note 39(b) on the standalone Ind AS financial statements which describes that the Company has received an award of Rs. 352.00 lakh in its favour in the arbitration case filed against White Feather Films. The Company has also received a revised order for the amount of interest, which the Company has not found satisfactory and hence it has moved an appeal with the Bombay High Court. White Feather Films has gone in appeal against the above said award and has been directed to deposit an amount of Rs. 300.00 lakh by the Bombay High Court. Proceedings are ongoing.

We further draw attention to Note 40 on the standalone Ind AS financial statements which describes the facts related to the arbitration proceedings initiated by the Company against Prasar Bharati on account of wrongful encashment of bank guarantee of Rs. 750.50 lakh. The Company has obtained legal opinion from Justice AM Ahmadi, former Chief Justice of Supreme Court of India, which supports the Company’s stand that the amount is fully recoverable and hence no provision is made there against.

Our opinion is not modified in respect of the above matters.”

Your Directors confirm that the matters referred to in the segment relation to Emphasis of Matter by the independent auditors in their report have been clarified in Notes 37(a), 37(b), 39(a), 39(b) and 40 to the financial statements forming part of the Balance Sheet and Statement of Profit and Loss and are self-explanatory and reproduced below:

NOTE - 37

a. Investment in subsidiary - PNC Wellness Limited

The Company has an investment of Rs. 174.60 lakh (L Y Rs. 232.80 lakh) in equity shares of wholly owned subsidiary viz. PNC Wellness Limited. The net worth of this subsidiary is Rs. 72.38 lakh as on March 31, 2018. This subsidiary, which owns several wellness brands like Moksh, Power Yoga, Passion Yoga, Cool Yoga, Couple Yoga, etc is exploring avenues to commercialise its aforesaid brands. This subsidiary is in the process of realigning its business by making efforts to commercialise and lease its various brands through collaborative arrangements with other parties. The Company is facilitating and supporting the revival of this subsidiary’s business. There was no revenue generation by this subsidiary during the year under review. Considering that there was no revenue generation during the year under review the management has made provision for diminution in value of investment in this subsidiary by 1/5th of its book value and considers the retained book value as fully realizable. No further provision is made for the diminution in book value of investment which is considered as temporary.

b. Investment in subsidiary - PNC Digital Limited

The Company has an investment of Rs. 70.20 lakh (L Y Rs. 70.20 lakh) in equity shares of subsidiary viz. PNC Digital Limited. The net worth of this subsidiary is Rs. 8.37 lakh as on March 31, 2018.

The Company has agreed to provide its films to this subsidiary to explore revenue opportunities on the digital platform and exploit it to its commercial advantage but this subsidiary Company was not able to generate income from its operational activities in the year gone by. This subsidiary will continue its efforts. In view of the fact that this subsidiary has unfettered access to the film content of the holding company and requires no additional substantive capital deployment to generate revenue, no provision for diminution in value of investment, which is considered temporary, has been made in the accounts. This Company will leverage its market standing to facilitate other smaller production houses to gain access to large digital content distributors to facilitate them getting better prices and commercial terms for their content.

NOTE - 39

a. The Company has initiated legal proceedings for recovery of an advance of Rs. 150.00 lakh which was given against the music, Asian and Indian satellite rights of a film, where the Company has lien over the exploitation of the said rights. The management considers the same as good and fully recoverable. Legal opinion obtained by the Company supports this.

Auditors have relied on the opinion and consequently no provision has been made in the accounts at this stage. Legal proceedings are ongoing.

b. The Company has received an award of Rs. 352.00 lakh in its favour in the arbitration case filed against White Feather Films. The Company has also received a revised order for the amount of interest, which the Company has not found satisfactory and hence it has moved an appeal with the Bombay High Court. White Feather Films has gone in appeal against the above said award and has been directed to deposit an amount of Rs. 300.00 lakh by the Bombay High Court. Proceedings are ongoing and in view of the same, outstanding of Rs. 317.53 lakh is considered as fully recoverable.

NOTE - 40

Arbitration proceedings initiated by the Company against Prasar Bharati on account of wrongful encashment of bank guarantee of Rs. 750.50 lakh. The Company has obtained legal opinion from Justice AM Ahmadi, former Chief Justice of Supreme Court of India, which supports the Company’s stand that the amount is fully recoverable and hence no provision is made there against.

SECRETARIAL AUDITOR’S REPORT

VN Deodhar and Company, Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the year 2017-18, as required under Section 204 of the Act and rules thereunder.

The Secretarial Auditor’s Report is given as Annexure III which forms part of this report. The Secretarial Auditor’s Report states that during the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned therein except in the following case:

1. The Company has not appointed Chief Financial Officer as required under the provisions of Section 203(iii) of the Act, 2013 and the Listing Agreements with Stock Exchanges Your Directors state that:

1. Your Company had already advertised in newspapers to fill up the vacancy of Chief Financial Officer (CFO). No suitable candidate was found. Hence, appointment of CFO could not be made. Your Company is continuing with its advertisement on the Company’s website to identify and appoint a suitably qualified person.

MANAGEMENT DISCUSSIONS AND ANALYSIS

A detailed report on Management Discussion and Analysis is enclosed with this report.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. To maintain its objectivity and independence, the Internal Auditor submits his report to the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system of the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of the Internal Auditor, officers undertake corrective action in their respective areas and thereby strengthen control. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy, pursuant to the provisions of Section 134 of the Act, which enables identification and evaluation of business risks and opportunities. This policy seeks to create transparency, minimize adverse impacts on business objectives and enhance the Company’s competitive advantage. The Company has constituted a Business Process and Risk Management Committee to monitor the risks and their mitigating actions continuously.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE ACT The particulars of loans, guarantees and investments have been disclosed in the financial statements.

TRANSACTIONS WITH RELATED PARTIES

All Related Party Transactions entered into during the financial year were on an arm’s length basis and in the ordinary course of business. Details of Related Party Transactions are disclosed in Note 34 of the Audited Financial Statements of the Company.

EXTRACT OF ANNUAL RETURN

Under Section 92(3) of the Act, the extract of annual return is given in Annexure IV in the prescribed form MGT-9, which forms part of the report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’) and Rules made thereunder, your Company has constituted an Internal Complaints Committee (ICC). While maintaining the highest governance norms, the Company has appointed an external independent person who has worked in this area and has the requisite experience in handling such matters.

During the year, no complaint of sexual harassment was received by the Company. To build awareness in this area, the Company has been conducting induction/ refresher programmes in the organisation on a continuous basis.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company’s CSR policy is aimed at demonstrating care for the community through its focus on education, skill development, health, wellness and research on content.

Further, in accordance with the provisions of Section 135 of the Act and rules made thereunder, the Company has adopted and constituted a CSR Committee of Directors comprising of the following:

1. Nabankur Gupta (Chairman)

2. Pallab Bhattacharya

3. Hema Malini

The detailed policy and constitution of the committee is available on the Company’s website.

No CSR provision is applicable for the financial year ended on March 31, 2018 as the average net profit of the Company for the last three financial years is a loss. The Company was required to spend an amount of Rs. 0.68 lakh on CSR activities during the year 2016-17. In discharge of the aforesaid obligation, the Company has made a donation of Rs. 0.68 lakh to Shree Jagatbharati Education and Charitable Trust, Gujarat which is imparting vocational training of computer hardware and networking, handicrafts, tailoring and embroidery to deserving and underprivileged men and women.

DISCLOSURE REQUIREMENT

As per Listing Regulations, Corporate Governance Report with auditor’s certificate thereon and Management Discussion and Analysis are attached, which forms part of this report.

Details of the familiarization programme of the independent Directors are available on the website of the Company.

Policy for determining material subsidiaries of the Company is available on the website of the Company.

Policy on dealing with related party transactions is available on the website of the Company.

The website of the Company is www.pritishnandycom.com.

The Company has formulated and published a Whistle Blower Policy to provide vigil mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Act and the Listing Regulations with stock exchanges.

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

As per Section 134(3) (m) of the Act, the particulars of Energy Conservation, Research and Development and Technology Absorption are not applicable to your Company.

Foreign Exchange Earnings and Outgo during the year are given in note 7.1, 25.1 and 31.1 of the Financial Statements of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There are no amounts which remained unclaimed and unpaid, for a period of 7 years from the date of declaration of dividend.

ACKNOWLEDGMENT

The Board thanks all stakeholders in the Company, clients, bankers and financial institutions for their continued support during this current year. It also wishes to record its appreciation of the efforts put in by members of Team PNC and associates of the Company.

For and on behalf of the Board of Directors

Pallab Bhattacharya Udayan Bose

Whole time Director and CEO Director

Mumbai, July 18, 2018 DIN: 00008277 DIN: 00004533

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Mar 31, 2015

The Directors present the 22nd Annual Report on the business and operations of the Company together with the audited fnancial accounts for the fnancial year ended March 31, 2015.

FINANCIAL HIGHLIGHTS

Total income for this year was R 219.39 lakh as compared to R 4,097.84 lakh for the earlier year. The Company made a loss of R 534.76 lakh before tax as compared to a proft of R 506.94 lakh before tax in the preceding year.

In Rs, lakh

Particulars Year ended March 31, 2015 March 31, 2014

Income from operations 42.10 3,893.52

Other income 177.29 204.32

Total turnover 219.39 4,097.84

Total expenditure 535.72 3590.90

Proft/(loss) before exceptional and extra ordinary items and tax (316.33) 506.94

exceptional and extra ordinary items 218.43 0

Proft/(loss) after exceptional and extra ordinary items and before tax (534.76) 506.94

Provision for current tax 0 133.40

Proft/(loss) after current tax (534.76) 373.54

Provision for deferred tax (5.38) (81.95)

Net proft/(loss) after tax (529.38) 455.49

Dividend (%) 0 0

Transfer to reserves 0 0

Balance in statement of proft and loss (362.59) 191.35 Paid up capital 1,446.70 1,446.70 Earnings per share (3.66) 3.15 Book value per share 55.47 59.30

In view of the loss and based on effective capital of the Company, managerial remuneration as prescribed under Schedule V read with Section 197 of the Companies Act, 2013 ("the Act") is restricted to R 4,200,000 for the year. The Company has paid managerial remuneration of R 5,754,000 which is in excess of the limits prescribed under Schedule V of the Act by R 1,554,000. The Company was not able to release its movie Mastizaade in the fnancial year under review and application for censorship certifcation is pending with Central Board of Film Certifcation. Consequently the Company was unable to make adequate proft resulting in excess payment on Directors' remuneration account. Subject to approval of the shareholders of the Company by a special resolution in the forthcoming Annual General Meeting your Directors have approved the excess remuneration paid.

PRESENT ECONOMIC SITUATION AND PERFORMANCE OF THE COMPANY

During the year the flms sector saw some flms creating box offce records, while several were unable to attract audiences to the theatre and proftability was impacted, overall. Your Company was not able to release its movie Mastizaade in the fnancial year under review and application for censorship certifcation is pending with Central Board of Film Certifcation. Consequently your Company was unable to book revenue and proft despite a ready flm. Your Directors believe your Company has the capability, skill sets and expertise to emerge as one of the leading companies in the entertainment industry.

DIVIDEND

In view of the loss, your directors do not recommend any dividend.

LISTING WITH THE STOCK EXCHANGES

The equity shares of the Company continue to remain listed with Bombay Stock Exchange Ltd (BSE) and National Stock Exchange of India Ltd (NSE). The listing fees payable to both the stock exchanges for the year 2015-2016 have been paid.

TRANSFER TO RESERVES

In view of the loss the Company has not transferred any amount to the general reserve.

EXCEPTIONAL ITEMS

Exceptional item pertains to writing off of the advance of R 218.43 lakh recoverable from PNC Wellness Limited, wholly owned subsidiary of the Company. PNC Wellness Limited had to vacate its business premises at Breach Candy, Mumbai and the unit had therefore discontinued operations from the end of day on June 30, 2014. However, this subsidiary intends to continue in business and realign its strategy. In view of the realignment, this subsidiary has disposed off its equipment resulting in the loss of R 136.35 lakh thereon. The entire capital of this subsidiary has eroded. The holding company has, from time to time, given this subsidiary advances totaling R 218.43 lakh. To facilitate and support the revival of its business, this subsidiary had requested and our Company has waived the recovery of and written off the advances given.

SIGNIFICANT ITEMS

The Company's forthcoming movie Mastizaade directed by Milap Zaveri and starring Sunny Leone, Tushar Kapoor, Vir Das and Riteish Deshmukh in a special appearance has not been cleared by the Central Board of Film Certifcation and Film Certifcation Appellate Tribunal so far. The Company has resubmitted this flm for CBFC certifcation and expects to resolve this issue soon.

DEPOSIT FROM PUBLIC

The Company has not accepted any deposits within the meaning of Section 73, 74 and 76 of the Act and the rules framed thereunder.

RESIGNATION AND APPOINTMENT OF COMPANY SECRETARY

Resignation of Rupali Vaidya, the erstwhile Company Secretary, was accepted with effect from April 15, 2015.

The Company appointed Vikas Shaw as Company Secretary with effect from April 16, 2015.

SUBSIDIARIES

The Company has two subsidiaries viz. PNC Digital Limited (formerly known as PNC Productions Limited) and PNC Wellness Limited. There are no associate companies within the meaning of Section 2(6) of the Act.

PNC Digital Limited (formerly known PNC Productions Limited): There has been a material change in the nature of the business of this subsidiary. This subsidiary is now focusing on setting up the business of content streaming as well as any other technology business using internet as its primary delivery platform, including any further innovations in the broad feld of web technology. This subsidiary had entered an agreement on June 30, 2014 with Harshawardhan Sabale, then CEO, Television and Digital Division of the holding company for acquiring Ogle, a video streaming technology, towards which it had made a part payment of R 27 lakh. Contingent upon the receipt of an investment term sheet from a third party investor for providing investment in this subsidiary company, this subsidiary was to issue and allot, towards balance consideration, 490,000 full paid equity shares to Mr Sabale. The commercial launch and exploitation of Ogle has not yet commenced. In April 2015, this subsidiary identifed and entered into an arrangement with an investor who is ready to invest in the exploitation of Ogle worldwide. To enable this exploitation a joint venture Company, Ogle Technologies Ltd, was incorporated at British Virgin Islands. The equity structure of Ogle Technologies Limited is identical to the equity structure contemplated in the agreement dated June 30, 2014 relating to the acquisition of Ogle. PNC Digital Limited owns 51% and Mr Sabale owns 49% of the issued and paid up capital of Ogle Technologies Limited. The commercial exploitation of Ogle will be taken up and conducted by Ogle Technologies Limited.

PNC Wellness Limited: There has been no material change in the nature of the business of this subsidiary. This subsidiary had to vacate its business premises at Breach Candy, Mumbai and the unit had, therefore, discontinued operations from the end of day on June 30, 2014. However, this subsidiary will continue its business activities and realign its strategy. In view of the realignment, this subsidiary has disposed off its equipment resulting in the loss of R 136.35 lakh thereon. The entire capital of this subsidiary has eroded. The holding company has, from time to time, given this subsidiary advances totaling R 218.43 lakh. To facilitate and support the revival of its business, this subsidiary had requested and our Company has waived the recovery of and written off the advances given. Pursuant to Section 129(3) of the Act, in addition to the fnancial statements provided under sub-section (2), consolidated fnancial statements of the Company and of all its subsidiaries in the same form and manner as that of its own shall also be laid before the Annual General Meeting of the Company. A statement containing salient features of the fnancial statements of the Company's subsidiaries in Form AOC – 1 is appended as Annexure .

Pursuant to the provisions of Section 136 of the Act, the fnancial statements of the Company, consolidated fnancial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the Company's websites.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confrm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments 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 fnancial year and of the proft of the Company for that period;

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

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal fnancial controls to be followed by the Company and such internal fnancial controls are adequate and operating effectively;

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Vishnu Kanhere, Nabankur Gupta, Udayan Bose and Hema Malini were re-appointed as independent directors at the Annual General Meeting of the Company held on September 19, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Pallab Bhattacharya, as Wholetime Director and CEO and Rangita Pritish Nandy, Wholetime and Creative Director were reappointed at the Annual General Meeting of the Company held on September 19, 2014.

Pritish Nandy and Rina Pritish Nandy, retires by rotation and being eligible, offers themselves for re-appointment in the forthcoming Annual General Meeting.

During the year, except for the sitting fees, the independent directors of the Company had no other pecuniary relationship or transactions with the Company.

PARTICULARS OF EMPLOYEES

This disclosure required to be furnished pursuant to Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure II.

NUMBER OF MEETINGS OF THE BOARDS

Four meetings of the board were held during the year. For details of the meeting of the board, please refer to the Corporate Governance Report, which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors' including independent directors' pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreement.

In a separate meeting of Independent Directors, performance of non-independent directors', performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executives directors.

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.

AUDITORS

K R Khare & Co, Chartered Accountants, Auditors of the Company, hold offce until the ensuing Annual General Meeting and have confrmed their willingness to be reappointed for a further term of 4 years and that their appointment, if made, would be within the prescribed limits of Section 141(3)(g) of the Act and that they are not disqualifed from such re-appointment.

AUDITORS' REPORT

The Auditor's Report does not contain any qualifcations, reservations or adverse remarks.

In the Emphasis of Matter paragraph, the auditor has stated:

We draw attention to note 32 to the fnancial statements which describes the facts related to the arbitration proceedings initiated by the Company against Prasar Bharati, on account of wrongful encashment of bank guarantee of R 75,050,000. The arbitration proceedings are ongoing since 2008. The Company has obtained legal opinion from Justice AM Ahmadi, former Chief Justice of Supreme Court of India, which supports the Company's stand that the amount is fully recoverable and hence no provision is made there against at this stage. Our opinion is not qualifed in respect of this matter.

We further draw attention to note 38 to the fnancial statements which describes the facts related to the legal proceedings initiated by the Company for the recovery of loans and advances aggregating to R 46,753,181. The management considers the same as good and fully recoverable. The legal opinion obtained by the Company supports this. We have relied on the same and consequently no provision of any amount there against is made at this stage. Our opinion is not qualifed in respect of this matter.

Your directors confrm that the matters referred to in the segment relation to Emphasis of Matter by the independent auditors in their report have been clarifed in note 32 and note 38 on the fnancial statement forming part of Balance Sheet and Statement of Proft and Loss, which are self explanatory and reproduced below:

Note 32 - Arbitration proceedings initiated by the Company against Prasar Bharati on account of wrongful encashment of bank guarantees of R 75,050,000 were ongoing before former Chief Justice YV Chandrachud. The parties completed the pleadings before the Arbitrator but unfortunately he passed away in July 2008 while the cross examinations were on. The Company had fled a petition before the Hon. High Court at Bombay for appointment of a sole Arbitrator in place and stead of Justice Chandrachud in January 2009. The Bombay High Court appointed Justice BN Srikrishna, former Judge of Supreme Court of India as sole Arbitrator vide order dated November 27, 2009 and the arbitration proceedings are ongoing. Opinion obtained by the Company from Justice AM Ahmadi, former Chief Justice of the Supreme Court of India, supports the Company's stand that the amount is fully recoverable. In view of this, the management of the Company does not consider it necessary to make a provision there against in the accounts. The Company is showing amount withheld by Prasar Bharati as "Long Term Loans and Advances".

Note 38 - Loans and Advances of R 46,753,181 includes: i) R 15,000,000 advanced against the Music, Asian and Indian Satellite rights of a flm, where the Company has lien over the exploitation of the said rights and ii) R 31,753,181 being balance amount advanced towards joint production of a flm where the Company has joint re-exploitation rights. The Company has initiated recovery proceedings in respect of the aforesaid advances. i) The Company has fled a Summary Suit with the Hon. High Court at Bombay which is pending hearing and disposal and ii) The Company has initiated arbitration proceedings which are ongoing before Justice Smt KK Baam (Retired). The management considers the same are good and fully recoverable. Legal opinion obtained by the Company from SF Rego, Judge (Retired), City Civil and Sessions Court, Mumbai, supports this and consequently no provision has been made in the accounts at this stage. The Company is showing these amounts as "Long Term Loans and Advances".

SECRETARIAL AUDITORS' REPORT

The Secretarial Auditors' Report is given as Annexure III which forms part of this report. The Secretarial Auditor's Report states that during the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned therein except in the following cases:

1. The Company has not appointed Chief Financial Offcer as required under the provisions of Section 203(iii) of the Act, and the Listing Agreement with stock exchanges

2. The Company has paid remuneration to its wholetime Directors in excess of the limits prescribed under Schedule V read with Section 197 of the Act. Your directors state that:

1. Company had advertised on September 30, 2014 in the Economic Times, Mumbai edition to fll up the vacancy of CFO. No suitable candidate was found. Hence appointment of CFO could not be made. Company has once again put out an advertisement on the Company's website to identify and appoint a suitably qualifed person. Company is also planning to put another advertisement in the newspapers.

2. The Company was not able to release its movie Mastizaade in the fnancial year under review and application for censorship certifcation is pending with Central Board of Film Certifcation. Consequently, the Company was unable to make adequate proft resulting in excess payment on Directors' remuneration account.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Management Discussion and Analysis is enclosed to this report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defned in the organization. To maintain its objectivity and independence, the Internal Auditor submits his report to the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the effcacy and adequacy of internal control systems in the Company, its compliance with operating system, accounting procedures and policies of the Company. Based on the report of the Internal Auditor, Offcers undertake corrective action in their respective area and thereby strengthen the control. Signifcant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

RISK MANAGEMENT

The Company has constituted a Business Process and Risk Management Committee as a measure of good governance. The details of the Committee and its terms of reference are set out in the Corporate Governance Report.

The Company has adopted a Risk Management Policy, pursuant to the provisions of Section 134 of the Act, which enables identifcation and evaluation of business risks and opportunities. This policy seeks to create transparency, minimize adverse impact on business objective and enhance the Company's competitive advantage. This policy defnes the risk management approach across the enterprise at various levels including documentation and reporting. The policy enables risk to be appropriately assessed in accordance with their potential impact and likelihood. The key components of risks are the probability (likelihood) of occurrence and the impact (consequence) of occurrence, if the risk occurs. Risk is analyzed by combining estimates of probability and impact in the context of existing control measures.

Guiding principles to determine the risk consequence (impact), probability of occurrence (likelihood factor) and mitigation plan effectiveness have been set out in risk register. Your Company is faced with different types of risks which need different approaches for mitigation. Details of various risks faced by your Company are provided in the Management Discussion and Analysis.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the fnancial statements.

TRANSACTIONS WITH RELATED PARTIES

All Related Party Transactions entered into during the fnancial year were on an arm's length basis and in the ordinary course of business. Details of Related Party Transactions are disclosed in note 36 of the Audited Financial Statements of the Company.

EXTRACT OF ANNUAL RETURN

Under Section 92(3) of the Act, the extract of annual return is given in Annexure IV in the prescribed Form MGT-9, which forms part of the report.

CORPORATE SOCIAL RESPONSILITY (CSR)

Under Section 135(1) & (2) of the Act, the requirement of developing a policy on CSR activity and implementing the same is not applicable to the Company since the Company does not meet the criteria. Accordingly, the Company has not taken steps relating to CSR activity.

DISCLOSURE REQUIREMENT

As per Clause 49 of the Listing Agreement entered into with the stock exchanges, corporate governance report with auditors' certifcate thereon and management discussion and analysis are attached, which form part of this report.

Details of the Familiarization Programme of the independent directors are available on the website of the Company www.pritishnandycom.com.

Policy for Determining Material Subsidiaries of the Company is available on the website of the Company www.pritishnandycom.com.

Policy on dealing with Related Party Transactions is available on the website of the Company www.pritishnandycom.com.

The Company has formulated and published a Whistle Blower Policy to provide vigil mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges.

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

Information as per Section 134(3) (m) of the Act the particulars of Energy Conservation, Research and Development and Technology Absorption are not applicable.

Foreign Exchange Earnings and Outgoing during the year are given in note 18.1, 20.1 and 24.2 to the Financial Statements of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(5) and 125 of the Act, R 498,465 which remained unpaid or unclaimed for a period of 7 years has been transferred by the Company to the Investor Education and Protection Fund.

ACKNOWLEDGMENT

Te Board thanks all stakeholders in the Company, clients, business associates, bankers and fnancial institutions for their continued support during the year. It wishes to record its appreciation of all the eforts put in by the staf and associates of the Company.

For and on behalf of the Board of Directors



Pallab Bhattacharya Vishnu Kanhere

Mumbai, July 24, 2015 Wholetime Director and CEO Director

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Mar 31, 2014

Dear members,

The Directors present the 21st Annual Report on the business and operations of the Company together with the audited financial accounts for the financial year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

Turnover for this year was Rs. 4,097.84 lakh as compared to Rs. 262.43 lakh for the earlier year. The Company made a profit of Rs. 506.94 lakh before tax as compared to a loss of Rs. 533.10 lakh before tax in the preceding year.

In Rs. lakh Particulars Year ended March 31, 2013 March 31, 2014

Income from operations 99.56 3,893.52

Other income 162.87 204.32

Total turnover 262.43 4,097.84

Total expenditure 795.53 3,590.90

Profit/ (loss) before taxation (533.10) 506.94

Provision for current tax 0 133.40

Profit/ (loss) after current tax (533.10) 373.54

Provision for deferred tax 8.37 (81.94)

Net profit/ (loss) after tax (541.47) 455.48

Dividend (%) 0 0

Transfer to reserves 0 0

Balance in Statement of Profit and Loss (264.14) 191.35

Paid up capital 1,446.70 1,446.70

Earning per share (3.74) 3.15

Book value per share 56.15 59.30

PRESENT ECONOMIC SITUATION AND PERFORMANCE OF THE COMPANY

In recent years the slowdown in the global economy led to increasing challenges in the business environment. However, in 2013 the entertainment industry strengthened its position for growth. Your directors believe that there is high potential for growth in the years to come.

2013-14 was rather a reviving year for the Company. Company''s cinematic content project "Shaadi Ke Side/Effects" released worldwide during the year. "Shaadi Ke Side/Effects" did well at the Indian box office as well as overseas.

DIVIDEND

To conserve the resources of the Company and invest them in forthcoming projects that have already been approved by the Board, your directors do not recommend dividend for the year.

LISTING WITH THE STOCK EXCHANGES

The equity shares of the Company continue to remain listed with Bombay Stock Exchange Ltd (BSE) and National Stock Exchange of India Ltd (NSE). The listing fees payable to both the stock exchanges for the year 2014-2015 have been paid.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of section 58A and 58AA of the Companies, Act 1956 and the rules framed thereunder.

SUBSIDIARIES

The Company has two subsidiaries. During the year PNC Productions Ltd, one of its subsidiaries, changed its name to PNC Digital Ltd. The second subsidiary is PNC Wellness Ltd. As per section 212 of the Companies Act, 1956 it is required to attach Directors'' Report, Balance Sheet and Statement of Profit and Loss of subsidiaries. The Ministry of Corporate Affairs (MCA) has granted general exemptions vide circular dated February 8, 2011 from complying with section 212 of the Companies Act, 1956 subject to fulfillment of certain conditions. Accordingly, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial statements of the Company have been consolidated with the above referred subsidiaries as required under clause 32 of the Listing Agreement with the BSE and NSE which gives financial information of the entire group for the current fiscal. The financial information of the subsidiary companies, as required by the said circular is disclosed in the Annual Report. Annual accounts of the subsidiary companies and the related detailed information will be made available to the holding and subsidiary companys'' investors, on request. Copies of the annual accounts of the subsidiary companies are available for inspection to members at the registered office of the Company.

In compliance with the Listing Agreement and the Companies Act, 1956, the directors have reviewed the affairs of the subsidiary companies. Nabankur Gupta, Independent Director of the Company is a Director on the Board of PNC Wellness Ltd. Vishnu Kanhere, Independent Director, is a Director on the Board of PNC Digital Ltd (Formerly known as PNC Productions Ltd).

Moksh Zip, one of the wellness units of PNC Wellness Ltd, wholly owned subsidiary of the Company, ceased its operations with effect from November 1, 2013. The impact on the financials of the subsidiary company, being writing off of assets amounting to Rs. 28.46 lakh has been considered in the audited financial statements for the year ended March 31, 2014. Further, the lease on the property housing Moksh the central wellness unit of this subsidiary company at Breach Candy is expiring on June 30, 2014 after 14 years of operation. In view of this, the Company is preparing a business plan for realigning its strategy and looking at emerging opportunities in the wellness marketplace.

CORPORATE GOVERNANCE

The Company strives to maintain high standards of Corporate Governance. The Board of Directors of the Company has adopted a Corporate Governance Policy meant to ensure fair and transparent practices and a code of conduct for its Directors and Senior Management. Both the Corporate Governance Policy and the code of conduct are available on the website of the Company www.pritishnandycom.com.

Further, the Board has also adopted a code of conduct for prevention of insider trading in the securities of the Company which is in line with the model code of conduct prescribed by SEBI. A separate report on Corporate Governance along with the Auditors'' certificate on the compliance of Corporate Governance requirements of clause 49 of the Listing Agreement forms part of this Annual Report.

QUALITY AND SYSTEMS CONTROL

The Company has set up internal systems to meet and maintain the highest standards of quality in its business.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 and according to the information and explanations provided to them and based on representation received from the operating management, your directors hereby state

i. 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;

ii. that they have selected such accounting policies, applied them consistently, made judgments 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, 2014 and of the profit of the Company for the year ended on that date;

iii. that they have taken proper and sufficient care for the 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; and

iv. that they have prepared the accounts on a going concern basis.

DIRECTORS

Pallab Bhattacharya and Rangita Pritish Nandy retire from the Board by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

A brief profile of the directors retiring by rotation is furnished in the notice of the ensuing Annual General Meeting and also forms part of the Corporate Governance Report in this Annual Report.

Tapan Chaki, Independent Director of the Company resigned from the Board of Directors with effect from April 1, 2014.

The Companies Act, 2013, provides for the appointment of Independent Directors. Section 149 provides that Independent Directors shall hold office for a term upto 5 (five) consecutive years on the Board of the Company.

Our Non-Executive Independent Directors were appointed as directors are liable to retire by rotation under the provisions of erstwhile Companies Act, 1956. The Company has received requisite notices in writing from members proposing re-appointment of Non-Executive Independent Directors at the ensuing Annual General Meeting for a term upto 5 (five) consecutive years on the Board of the Company.

AUDITORS

K R Khare & Co, Chartered Accountants, Auditors of the Company, hold office until the ensuing Annual General Meeting and have confirmed their willingness to be re- appointed and that their appointment, if made, would be within the prescribed limits of section 141(3)(g) of the Companies Act, 2013 and they are not disqualified from such re-appointment.

AUDITORS'' REPORT

In the Emphasis of Matter, paragraph, the auditors have stated

"We draw attention to note 32 on the financial statements which describes the facts related to the arbitration proceedings initiated by the Company against Prasar Bharati, on account of wrongful encashment of bank guarantee of Rs. 75,050,000. The Company has obtained legal opinion from Justice AM Ahmadi, former Chief Justice of Supreme Court of India, which supports the Company''s stand that the amount is fully recoverable and hence no provision is made there against at this stage. Our opinion is not qualified in respect of this matter.

We further draw attention to note 38 on the financial statements which describes the facts related to the legal proceedings initiated by the Company for the recovery of loans and advances aggregating to Rs 46,753,181. The management considers the same as good and fully recoverable. The legal opinion obtained by the Company supports this. We have relied on the same and consequently no provision of any amount is made there against at this stage. Our opinion is not qualified in respect of this matter."

Your directors confirm that the matters referred to in the segment relating to emphasis of matter by the independent auditors in their report have been clarified in note 32 and note 38 on the financial statements forming Part of Balance Sheet and Statement of Profit and Loss, which are self explanatory and reproduced below.

Note 32-Arbitration proceedings initiated by the Company against Prasar Bharati on account of wrongful encashment of bank guarantees of Rs 75,050,000 were ongoing before former Chief Justice YV Chandrachud. The parties completed the pleadings before the Arbitrator but unfortunately he passed away in July 2008 while the cross examinations were on. The Company had filed a petition before the High Court at Bombay for appointment of a sole Arbitrator in place and stead of Justice Chandrachud in January 2009. The Bombay High Court appointed Justice BN Srikrishna, former Judge of Supreme Court of India as sole Arbitrator vide order dated November 27, 2009 and the arbitration proceedings are ongoing. Opinion obtained by the Company from Justice AM Ahmadi, former Chief Justice of the Supreme Court of India supports Company''s stand that the amount is fully recoverable. In view of this, the management of the Company does not consider it necessary to make a provision there against in the accounts. The Company is showing amount withheld by Prasar Bharti as "Long Term Loans and Advances"

Note 38-Loans and Advances of Rs. 46,753,181 includes: i) Rs. 15,000,000 advanced against the Music, Asian and Indian Satellite rights of a film, where the Company has lien over the exploitation of the said rights and ii) Rs. 31,753,181 being balance amount advanced towards joint production of a film where the Company has joint re-exploitation rights. The Company has initiated recovery proceedings in respect of the aforesaid advances i) The Company has filed a Summary Suit with the Hon High Court at Bombay which is pending hearing and disposal and ii) the Company has initiated arbitration proceedings which are ongoing before Justice Smt KK Baam (Retired). The management considers the same are good and fully recoverable. Legal opinion obtained by the Company from SF Rego, Judge (Retired), City Civil and Sessions Court, Mumbai, supports this and consequently no provision has been made in the accounts at this stage. The Company is showing these amounts as "Long Term Loans and Advances".

COST ACCOUNTING RECORDS

The Company has maintained cost accounting records pursuant to Companies (Cost Accounting Records) Rules, 2011 prescribed by Central Government under section 209(1) (d) of the Companies Act, 1956. The compliance report in respect thereof for the financial year 2012-13, as specified by the Central Government has been filed with Registrar of Companies.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Management Discussion and Analysis is enclosed as an annexure to this report.

PERSONNEL

There were no employees drawing remuneration exceeding the limit prescribed under section 217(2A) of the Companies Act, 1956. Therefore, the details as required by the provisions of the aforesaid section of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2011 are not applicable.

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

Information in accordance with the provisions of 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 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo is given in the annexure forming part of this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of section 205A(5) and 205C of the Companies Act, 1956, Rs. 42,746 which remained unpaid or unclaimed for a period of 7 years has been transferred by the Company to the Investor Education and Protection Fund.

ACKNOWLEDGMENT

The Board thanks all stakeholders in the Company, clients, business associates, bankers and financial institutions for their continued support during the year. It wishes to record its appreciation of all the efforts put in by the staff and associates of the Company.

For and on behalf of the Board of Directors

Pallab Bhattacharya Vishnu Kanhere Mumbai, May 29, 2014 Wholetime Director and CEO Director

---

Mar 31, 2012

The Directors present the 19th Annual Report on the business and operations of the Company together with the audited financial accounts for the year ended March 31, 2012.

FINANCIAL HIGHLIGHTS

Turnover for this year was Rs. 586.55 lakh as compared to Rs. 1,320.09 lakh for the preceding year. The Company incurred a loss of Rs. 321.61 lakh before tax as compared to a loss of Rs. 136.94 lakh before tax in the preceding year.

in Rs. lakh

Particulars Year ended

31.3.2008 31.3.2009 31.3.2010

Revenue from operations 3,073.20 1,285.39 1,314.03

Other income 310.91 247.72 192.84

Total revenue 3,384.11 1,533.11 1,506.87

Total expenditure 2,349.39 1,727.99 1,734.27

Profit/ (loss) before taxation 1,034.72 (194.88) (227.40)

Provision for current tax 170.35 0.39 0.18

Profit/ (loss) after current tax 864.37 (195.27) (227.58)

Fringe benefit tax 2.50 2.90 Nil

Provision for deferred tax 200.66 (26.49) 11.85

Net profit/(loss) after tax 661.21 (171.68) (239.43)

Dividend (%) 10 Nil Nil

Transfer to reserves 65.68 Nil Nil

Prior period adjustment (net debit) 4.38 1.96 37.11

Balance in statement of profit and loss 1,153.48 979.84 703.30

Paid up capital 1,446.70 1,446.70 1,446.70

Earning per share 4.54 (1.20) (1.91)

Book value per share 65.95 64.75 62.84

Particulars Year ended 31.3.2011# 31,3.2012

Revenue from operations 1,167.60 449.35

Other income 152.49 137.20

Total revenue 1,320.09 586.55

Total expenditure 1,457.03 908.16

Profit / (loss) before taxation (136.94) (321.61)

Provision for current tax (23.03)* Nil

Profit / (loss) after current tax (113.91) (321.61)

Fringe benefit tax Nil Nil

Provision for deferred tax 4.18 (13.73)

Net profit / (loss) after tax (118.09) (307.88)

Dividend (%) Nil Nil

Transfer to reserves Nil Nil

Prior period adjustment (net debit) Nil Nil

Balance in statement of profit and loss 585.21 277.33

Paid up capital 1,446.70 1,446.70

Earning per share (0.82) (2.13)

Book value per share 62.02 59.89

#Regrouped as per revised schedule VI to make it comparable with financial information pertaining to FY 2011-2012

*Net of MAT credit

PRESENT ECONOMIC SITUATION AND PERFORMANCE OF THE COMPANY

The Media and Entertainment industry worldwide is continuing to go through a difficult phase. Your Company's turnover and profitability also fell in such an adverse market scenario. The Management has continued its efforts to combat pressures on the bottom line and tried its best to maximize the return.

The Media and Entertainment industry and PNC have enormous potential for growth and the government has been supportive by exempting the temporary transfer of copyright relating to original literary, dramatic, musical, artistic work and cinematographic films from the levy of service tax in the Finance Bill 2012. The outlook on the Media and Entertainment industry is positive with digitization and telecom expected to provide a boost to the Media and Entertainment industry and PNC is ready to play a significant role.

DIVIDEND .

Considering the financial results, your Directors do not recommend dividend for the year ended March 31, 2012.

LISTING WITH THE STOCK EXCHANGES

The equity shares of the Company continue to remain listed with Bombay Stock Exchange Ltd (BSE) and National Stock Exchange of India Ltd (NSE). The listing fees payable to both the stock exchanges for the year 2012-2013 have been paid.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of section 58A and 58AA of the Companies, Act 1956 and the rules framed thereunder.

SUBSIDIARIES

The Company has two subsidiaries namely PNC Productions Ltd and PNC Wellness Ltd. The Ministry granted general exemptions vide circular number 2/2011 dated February 8, 2011 under section 212(8) of the Companies Act, 1956 exempting the Company from the applicability of section 212(1) of the Companies Act, 1956 in respect of both these subsidiaries. Accordingly, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial statements of the Company have been consolidated with the above referred subsidiaries as required under clause 32 of the Listing Agreement with the BSE and NSE and which gives financial information of the entire group for the current fiscal. The financial information of the subsidiary companies, as required by the said approval, is disclosed in the Annual Report. Annual accounts of the subsidiary companies and the related detailed information will be made available to the holding and subsidiary companies' investors, on request. Copies of the annual accounts of the subsidiary companies are available for inspection to members at the registered office of the Company. In compliance with the Listing Agreement and the Companies Act, 1956, the Directors have reviewed the affairs of the subsidiary companies. Nabankur Gupta, independent Director of the Company, is a Director on the Board of PNC Wellness Ltd. Vishnu Kanhere, independent Director, is a Director on the Board of PNC Productions Ltd.

CORPORATE GOVERNANCE

The Company complies with clause 49 of the Listing Agreement. The Board of Directors of the Company has adopted a Corporate Governance policy meant to ensure fair and transparent practices and a code of conduct for its Directors and Senior Management. Both the Corporate Governance policy and the Code of Conduct are available on the website of the Company www.pritishnandycom.com.

Further, the Board has also adopted a Code of Conduct for prevention of insider trading in the securities of the Company which is in line with the model Code of Conduct prescribed by SEBI. A separate report on Corporate Governance along with the Auditor's certificate on the compliance of Corporate Governance requirements of clause 49 of the Listing Agreement is given in this report.

QUALITY AND SYSTEMS CONTROL

The Company has set up internal systems to meet and maintain the highest standards of quality in its business and was certified to be ISO 9001:2000 compliant by SGS of UK, the world's biggest inspection company in July 2004. Since then, it has been regularly systems audited every year and has met all its required obligations to obtain renewal of the ISO certification, which is in process.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 and according to the information and explanations provided to them and based on representation received from the operating management, your Directors hereby state

i. 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;

ii. that they have selected such Accounting Policies, applied them consistently, made judgments 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, 2012 and of the loss of the Company for the year ended on that date;

iii. that they have taken proper and sufficient care for the 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; and

iv. that they have prepared the accounts on a going concern basis.

DIRECTORS

Vishnu Kanhere and Hema Malini, Directors retire from the Board by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

A brief profile of the above Directors is furnished in the notice of the ensuing Annual General Meeting and also forms part of the Corporate Governance Report in this annual

COMPANY SECRETARY

Anand Upadhyay resigned from the post of Company Secretary with effect from January 9, 2012. Rupali Vaidya was appointed as Company Secretary with effect from January 9, 2012.

AUDITORS

KR Khare & Co, Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received confirmation from KR Khare & Co, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualified from such appointment in terms of section 226 of the Companies Act, 1956.

AUDITORS' REPORT

The Auditors have invited reference to a) note no 22.1 regarding recognition of group gratuity liability on the basis of gratuity report provided by LIC of India and not on the basis of actuarial valuation report as required by Accounting Standard 15, the effect of which cannot be ascertained, b) note no 33 regarding reliance being placed on legal opinion obtained by the Company that the bank guarantee of Rs. 75,050,000 wrongfully encashed by Prasar Bharati in the year ended March 31, 2001 in respect of marketing of Olympic Games 2000 is fully recoverable and consequent non-provision of any amount there against and c) note no 41 in respect of loans and advances aggregating to f 46,753,181 where Company has initiated recovery proceedings. The management considers the same as good and fully recoverable. The legal opinion obtained by the Company supports this and consequently no provision of any amount is made thereagainst at this stage.

Your Directors confirm that the gratuity liability is fully covered by LIC Group Gratuity Policy. The Company is in the process of obtaining actuarial valuation report for the group gratuity liability as required by Accounting Standard 15.

Your Directors further confirm that the references invited by the Auditors in their report vide (vi) (b) and (c) have been clarified in note no 33 and note no 41 of Notes to the accounts forming parts of Balance Sheet and Statement of Profit and Loss, which are self explanatory and reproduced below. Your Directors concur with the non-provisioning of any amount thereagainst. .

Note 33 - Arbitration proceedings initiated by the Company against Prasar Bharati on account of wrongful encashment of bank guarantees of Rs. 75,050,000 were ongoing before former Chief Justice YV Chandrachud. The parties completed the pleadings before the Arbitrator but unfortunately he passed away in July 2008 while the cross examinations were on. The Company had filed a petition before the Hon. High Court at Bombay for appointment of a sole Arbitrator in place and stead of Justice Chandrachud in January 2009. The Bombay High Court appointed Justice BN Srikrishna, former Judge of Hon. Supreme Court of India as Sole Arbitrator vide order dated November 27, 2009 and the arbitration proceedings are ongoing. Opinion obtained by the Company from Justice AM Ahmadi, former Chief Justice of the Supreme Court of India, supports Company's stand that the amount is fully recoverable. In view of this, the management of the Company does not consider it necessary to make a provision there against in the accounts. The Company is showing amount withheld by Prasar Bharti as "Long Term Loans and Advances" and

Note 41 - Loans and advances of Rs. 46,753,181 includes: i) Rs. 15,000,000 advanced against the Music, Asian and Indian Satellite rights of a film where the Company has lien over the exploitation of the said rights and ii) Rs. 31,753,181 being balance amount advanced towards joint production of a film where the Company has joint re-exploitation rights. The Company has initiated recovery proceedings in respect of the aforesaid advances and i) The Company has filed a Summary Suit with the Hon. High Court at Bombay which is pending hearing and disposal and ii) The Company has initiated arbitration proceedings which are ongoing before Justice Smt KK Baam (Retired). The management considers the same are good and fully recoverable. Legal opinion obtained by the Company from SF Rego, Judge (Retired), City Civil and Sessions Court, Mumbai, supports this and consequently no provision has been made in the accounts at this stage.

COST ACCOUNTING RECORDS

The Company has maintained cost accounting records pursuant to the Companies (Cost Accounting Records) Rules, 2011, prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956. The compliance report in respect thereof, as specified by the Central Government shall be filed within the time prescribed under the Above said rules.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Management Discussion and Analysis is enclosed as an annexure to this report.

CORPORATE GOVERNANCE VOLUNTARY GUIDELINES

Your Directors have taken note of the Corporate Governance Voluntary Guidelines 2009 issued by the Ministry of Corporate Affairs (MCA) in December 2009. The Company is committed to maintaining the highest standards of Corporate Governance and is compliant with all the mandatory standards. The Board would consider adopting the relevant provisions of the said voluntary guidelines at appropriate time.

PERSONNEL

There were no employees drawing remuneration exceeding the limit prescribed under section 217(2A) of the Companies Act, 1956. Therefore, the details as required by the provisions of the aforesaid section of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2011 are not applicable.

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

Information in accordance with the provisions of 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 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report.

BRAND PNC

Brand Finance, the UK-based brand valuation experts, last valued the Pritish Nandy Communications brand at Rs. 265.30 crore in January 2007. The Brand Council, an independent authority on branding, named Pritish Nandy Communications as the first Superbrand among motion picture companies putting it within the top 10 per cent of all brands across all segments and all categories. Brand PNC's score was arrived at by tabulating consumer responses which were then scrutinized by members of The Brand Council which selects Superbrands in India.

ACKNOWLEDGMENT

The Board thanks all stakeholders in the Company, clients, business associates, bankers and financial institutions for their continued support during the year. It wishes to record its appreciation of all the efforts put in by the staff and associates of the Company.

For and on behalf of the Board of Directors

Pallab Bhattacharya Vishnu Kanhere

Mumbai, May 29, 2012 Wholetime Director and CEO Director

---

Mar 31, 2010

The Directors present the 17th Annual Report on the business and operations of the Company together with the audited financial accounts for the year ended March 31, 2010.

FINANCIAL HIGHLIGHTS

Turnover for this year was Rs 1506.87 lakh as compared to Rs 1533.11 lakh last year and the Company incurred a loss of Rs 227.40 lakh before tax as compared to a loss of Rs 194.88 lakh before tax in the preceding year.

in Rs lakh

Particulars Year ended

31.3.2006 31.3.2007 31.3.2008

Income from operations 3,369.00 3,881.82 3,073.20

Other income 111.25 68.25 310.91

Total turnover 3,480.25 3,950.07 3,384.11

Total expenditure 2,781.58 3,366.89 2,349.39

Profit before taxation 698.67 583.18 1,034.72

Provision for current tax 60.20 65.82 170.35

Profit after current tax 638.47 517.36 864.37

Fringe benefit tax 2.38 3.94 2.50

Provision for deferred tax 234.12 236.71 200.66

Net profit after tax 401.97 276.71 661.21

Dividend (%) 10 10 10

Transfer to reserves 40.02 24.97 65.68

Prior period adjustment (net) 1.81 27.02 4.38

Balance in Profit and Loss account 676.15 731.60 1,153.48

Paid up capital 1,046.70 1,446.70 1,446.70

Earning per share 3.82 2.36* 4.54

Book value per share 60.24 62.54 65.95



Particulars 31.3.2009 31.3.2010

Income from operations 1,285.39 1314.03

Other income 247.72 192.84

Total turnover 1,533.11 1506.87

Total expenditure 1,727.99 1734.27

Profit before taxation (194.88) (227.40)

Provision for current tax 0.39 0.18

Profit after current tax (195.27) (227.58)

Fringe benefit tax 2.90 Nil

Provision for deferred tax (26.49) 11.85

Net profit after tax (171.68) (239.43)

Dividend (%) Nil Nil

Transfer to reserves Nil Nil

Prior period adjustment (net) 1.96 37.11

Balance in Profit and Loss account 979.84 703.30

Paid up capital 1,446.70 1446.70

Earning per share (1.20) (1.91)

Book value per share 64.75 62.84

*weighted average of basic and diluted EPS

PRESENT ECONOMIC SITUATION AND PERFORMANCE OF THE COMPANY

2009-2010 has been a difficult year for the global and domestic media and entertainment industry. In India itself, the industry suffered largely due to low overall demand and declining advertising spends. Very few movies succeeded at the box-office during this period and the revenues from non-theatrical streams were also severely affected.

Given the difficult market scenario, the turnover and profitability of your Company was hurt. All efforts on reducing expenditures, re-costing of in-development projects and economizing payroll expenses continued. During this period the management has tried its level best to reduce the impact of this downturn and maximize returns at all levels. The downturn is expected to correct itself soon and your Company is ready to play a leading role in this new period.

APPROVAL FROM THE MINISTRY OF CORPORATE AFFAIRS

The making of content requires various types, qualities and quantities of raw material, talent and inputs in different denominations. Due to the multiplicity and complexities of these items it is not practicable to maintain quantitative records as the process of making content is not amenable to the same. Therefore, the Company made an application to the Ministry of Company Affairs seeking exemption under section 211(4) of the Companies Act, 1956 from giving quantitative details in the financial statements of the Company as required under Para 3 and 4 of part II of schedule VI to the Companies Act, 1956. The Ministry granted the said exemption vide letter number 46/ 16/ 2010-CL-III dated January 20, 2010 for the financial year ending on March 31, 2010.

DIVIDEND

Considering the financial results of your Company, the Directors do not recommend dividend for the year ended March 31, 2010.

LISTING WITH THE STOCK EXCHANGES

The equity shares of the Company continue to remain listed with Bombay Stock Exchange Ltd (BSE) and National Stock Exchange of India Ltd (NSE). The listing fees payable to both the stock exchanges for the year 2010-2011 have been paid.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of section 58A and 58AA of the Companies, Act 1956 and the rules framed thereunder.

SUBSIDIARIES

The Company has two subsidiaries namely PNC Productions Ltd and PNC Wellness Ltd. The Ministry of Corporate Affairs has granted its approval vide letter number 47/ 42/ 2010-CL-III dated February 5, 2010 under section 212(8) of the Companies Act, 1956 exempting the Company from the applicability of section 212(1) of the Companies Act, 1956 in respect of both these subsidiaries. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial statements of the Company have been consolidated with the above referred subsidiaries as required under clause 32 of the listing agreement with the BSE and NSE giving financial information of the entire group for the current fiscal. The financial information of the subsidiary companies, as required by the said approval, is disclosed in the Annual Report. Annual accounts of the subsidiary companies and the related detailed information will be made available to the holding and subsidiary companies investors, on request. Copies of the annual accounts of the subsidiary companies are available for inspection to members at the registered office of the Company.

In compliance with the listing agreement and the Companies Act, 1956, the Directors have reviewed the affairs of the subsidiary companies. Nabankur Gupta, independent Director of the Company, is a Director on the Board of PNC Wellness Ltd. Vishnu Kanhere, independent Director, is a Director on the Board of PNC Productions Ltd.

CORPORATE GOVERNANCE

The Company complies with clause 49 of the listing agreement. The Board of Directors of the Company has adopted a corporate governance policy meant to ensure fair and transparent practices and a code of conduct for its Directors and senior management. Both the corporate governance policy and the code of conduct are available on the website of the Company, www.pritishnandycom.com.

Further, the Board has also adopted a code of conduct for prevention of insider trading in the securities of the Company which is in line with the model code of conduct prescribed by SEBI. A separate report on corporate governance along with the Auditors certificate on the compliance of corporate governance requirements of clause 49 of the listing agreement is given elsewhere in this report.

QUALITY AND SYSTEMS CONTROL

The Company has set up internal systems to meet and maintain the highest standards of quality in its business and is certified to be ISO 9001:2000 compliant by SGS of UK, the worlds biggest inspection company since July 2004. Ever since, the Companys systems have been annually audited, meeting every required obligation, for the annual renewal of this ISO certification.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 and according to the information and explanations provided to them and based on representation received from the operating management, your Directors hereby state

i. 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;

ii. that they have selected such accounting policies, applied them consistently, made judgments 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, 2010 and of the loss of the Company for the year ended on that date;

iii. that they have taken proper and sufficient care for the 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; and

iv. that they have prepared the accounts on a going concern basis.

DIRECTORS

Tapan Chaki was appointed as additional Director with effect from July 28, 2010. Mr Chaki holds office as an additional Director upto the ensuing Annual General Meeting of the Company. The Company has received notice from a member of the Company signifying his intention to propose the candidature of Mr Chaki for the office of Director.

Udayan Bose and Rangita Pritish Nandy retire from the Board by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

A brief profile of the above Directors is furnished in the notice of the ensuing Annual General Meeting and also forms part of the corporate governance report in this annual report.

Harshawardhan Sabale, independent Director of the Company resigned on August 31, 2009.

AUDITORS

The auditors, Jaideepsingh P Deore & Co, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as statutory auditors.

AUDITORS REPORT

The auditors have invited reference to a) note no B(7) of Schedule 19 regarding reliance being placed on legal opinion obtained by the Company that the bank guarantee encashed in the year ended March 31, 2001 of Rs 75,050,000 in respect of the marketing of Olympic Games 2000 is fully recoverable and consequent non-provision of any amount there against and b) note no B(20) of Schedule 19 to the accounts in respect of loans and advances aggregating to Rs 46,753,181 where the Company has initiated recovery proceedings. The management considers the same as good and fully recoverable. The legal opinion obtained by the Company supports this. We have relied on the same and consequent non-provision of any amount there against at this stage.

Your Directors confirm that the references invited by the auditors in their report have been clarified in note no B(7) and note no B(20) of Schedule 19: Notes to the accounts forming part of the Balance Sheet and Profit and Loss Account, which are self explanatory and reproduced below. Your Directors concur with the non-provisioning of any amount there against.

Note no B(7)- Arbitration proceedings initiated by the Company against Prasar Bharati on account of wrongful encashment of bank guarantees of Rs 75,050,000 were ongoing before former Chief Justice YV Chandrachud. The parties completed the pleadings before the arbitrator but unfortunately he passed away in July 2008 while the cross examinations were on. The Company had filed a petition before the High Court at Bombay for appointment of a sole Arbitrator in place and stead of Justice Chandrachud in January, 2009. The Bombay High Court appointed Justice BN Srikrishna, former Judge of Supreme Court of India as Sole Arbitrator vide order dated November 27, 2009 and the arbitration proceedings are ongoing. Opinion obtained by the Company from Justice AM Ahmadi, former Chief Justice of the Supreme Court of India, supports the Companys stand that the amount is fully recoverable. In view of this, the management of the Company does not consider it necessary to make a provision there against in the accounts. The Company is showing amount withheld by Prasar Bharti as “Loans and Advances”.

Note no B(20)- Loans and Advances of Rs 46,753,181 includes: i) Rs 15,000,000 advanced against the music, Asian and Indian satellite rights of a film where the Company has lien over the exploitation of the said rights and ii) Rs 31,753,181 being balance amount advanced towards joint production of a film where the Company has joint re-exploitation rights. The Company has initiated recovery proceedings in respect of the aforesaid advances. i) The Company has filed a Summary Suit with the High Court at Bombay which is pending hearing and disposal and ii) The Company has initiated arbitration proceedings which are ongoing before Justice Smt KK Baam (Retired). The management considers the same are good and fully recoverable. Legal opinion obtained by the Company from SF Rego, Judge (Retired), City Civil and Sessions Court, Mumbai supports this and consequently no provision has been made in the accounts at this stage.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on management discussion and analysis is enclosed as an annexure to this report.

CORPORATE GOVERNANCE VOLUNTARY GUIDELINES

Your Directors have taken note of the Corporate Governance Voluntary Guidelines 2009 issued by the Ministry of Corporate Affairs (MCA) in December 2009. The Company is committed to maintaining the highest standards of corporate governance and is compliant with all the mandatory standards. The Board would consider adopting the relevant provisions of the said voluntary guidelines at an appropriate time.

PERSONNEL

There were no employees drawing remuneration exceeding the limit prescribed under section 217(2A) of the Companies Act, 1956. Therefore, the details as required by the provisions of the aforesaid section of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2002 are not applicable.

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

Information in accordance with the provisions of 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 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report.

FILM AWARDS AND FESTIVALS

Your Company has received critical acclaim as well as awards and award nominations for its movies.

During the year, PNC movies have been officially selected at the following film festivals:

HBOs New York South Asian International Film Festival 2009: Raat Gayi Baat Gayi, Fatso

Cairo International Film Festival, Egypt 2009: Saluun 14th International Film Festival of Kerala 2009: Ek Tho Chance Indian Film Festivals of Los Angeles 2010: Fatso 43rd Annual Worldfest Houston 2010: Ek Tho Chance, Saluun Tongues on Fire, 12th London Asian Film Festival 2010: Ek Tho Chance 23rd Singapore International Film Festival 2010: Ek Tho Chance 1st London Indian Film Festival 2010: Ek Tho Chance Las Vegas International Film Festival 2010: Saluun Mexico International Film Festival 2010: Fatso 13th Shanghai International Film Festival 2010: Fatso 3rd Annual I View International Film Festival, New York 2010: Ek Tho Chance

Awards received:

Best Film Award at HBOs New York South Asian International Film Festival 2009: Raat Gayi Baat Gayi

Special Jury Award for Best Film in Foreign Features at 43rd Worldfest Houston 2010: Ek Tho Chance

Silver Remi Award for Best Film in Comedy Features at 43rd Worldfest Houston 2010: Saluun

Golden Ace Award for Outstanding Film Making by a First Time Director at Las Vegas International Film Festival 2010: Saluun

Golden Palm Award as Special Recognition for Standout Film Making at Mexico International Film Festival 2010: Fatso

BRAND PNC

Brand Finance, the UK-based brand valuation experts, last valued the Pritish Nandy Communications brand at ` 265.30 crore in January 2007. The Brand Council, an independent authority on branding, named Pritish Nandy Communications as the first Superbrand among motion picture companies. Brand PNC received an overall average score that puts it within the top 10 per cent of all brands across all segments and categories. The score was arrived at by tabulating consumer responses which were then scrutinized by members of The Brand Council which selects Superbrands in India.

ACKNOWLEDGMENT

The Board thanks all stakeholders in the Company, clients, business associates, bankers and financial institutions, for their continued support during the year. It wishes to record its appreciation of all the efforts put in by the staff and associates of the Company.

For and on behalf of the Board of Directors

Pallab Bhattacharya Vishnu Kanhere

Mumbai, July 28, 2010 Wholetime Director and CEO Director