To,
The Members,
Your Directors have pleasure in presenting their 12th Annual Report on the business and
operations of DQ Entertainment (International) Limited ("the Company" or DQE
India) together with the Audited Statement of Accounts for the financial year ended March
31, 2019.
1. FINANCIAL RESULTS
During the year under review, performance of your company was as under:
|
|
|
|
(INR in Millions) |
|
Standalone |
Consolidated |
Particulars |
For the year ended 31-Mar-19 |
For the year ended 31-Mar-18 |
For the year ended 31-Mar-19 |
For the year ended 31-Mar-18 |
Income from Production |
800 |
939 |
553 |
6I6 |
Income from Distribution |
23 |
20 |
424 |
I86 |
Other Income |
115 |
125 |
549 |
892 |
Total Income |
938 |
1084 |
1,526 |
1694 |
Total Expenditure |
1391 |
1371 |
2I93 |
2062 |
Profit/( Loss) before tax |
(454) |
(287) |
(667) |
(368) |
Adjusted Profit before tax* |
(512) |
(338) |
(358) |
(1168) |
Profit/( Loss) after Tax |
(409) |
(66) |
(634) |
(I49) |
Adjusted Profit after tax* |
(467) |
(324) |
(325) |
(948) |
EBIDTA (before exceptional items) |
(46) |
169 |
848 |
341 |
Cash & Cash Equivalent |
(66) |
(479) |
(148) |
(2180) |
*Standalone: Profit before tax and Profit after tax has been adjusted after removing
the exceptional items namely notional foreign exchange gain of INR 57.68 Mn for the period
ended 31st March 2019 (2018: INR 53.18 Mn) and Bad debts written off worth Rs. NIL (2018:
2.15 Mn).
*Consolidated: Profit before tax and Profit after tax has been adjusted after removing
the exceptional items, namely: notional foreign exchange loss of INR 302.15 Mn for the
period ended 31st March 2019 (2018: Foreign exchange gain of INR 803.90 Mn)and Bad debts
written off worth Rs. 6.93 Mn. (2018: 4.46 Mn).
2. PERFORMANCE AND OPERATIONS
Your Company's performance has more or less been stable in the financial year 2018-19.
It has been managing the operation from its own internal accruals with no external funding
since 2016. The inflow of funds is just sufficient to take care of the operational costs.
Due to the financial constraints there has not been any significant growth as it has not
been able to invest any monies in new IP's or for the monetization of its existing IP's.
All efforts are being made by the management, with limited resources available to
explore alternative platforms to exploit and monetize its IP's. It has found success in
its you tube channel Power Kids, where the subscription has now touched more than 2.5
million subscribers in just over four months and have started giving good revenue. The
management is very hopeful that the digital platform will give the boost to the Company
for its growth and revenue in the coming years.
Apart from this, our focus on improving operational efficiencies and the consolidation
of artistic and technical skill sets continues, with productivity improvements being
recognized across all processes of production.
Your Company has a good order book of production for the next two to three years and as
stated above, has strong growth plans on the licensing and merchandising front.
Operational Highlights for the FY 2018-19:
Animation:
Production of the third season of the TV series comprising of 52 episodes of 1 1
minutes each, of our flagship property, "The Jungle Book" has been
completed and delivered to the broadcasters.
DQE's new IP, "The Psammy Show" (52x1 1') TV series has
completed its production and entire series has been delivered. The Psammy Show has
penetrated China Market in a big way with distribution deals as well as Licensing and
merchandising deals.
Another own new IP "Toadlly Awesome" is in development
stage and is under negotiation for coproduction with global partners.
Second Season of TV series Robin Hood -Mischief in the Sherwood (52x1 1')
co-produced with Method Animation, France has been completed and delivered to the
broadcasters. The show is extremely popular in the market and the third season of the TV
series is expected to commence in third quarter of 2019-20.
Disney Projects: Puppy Dog Pals-Season I has been completed and Season II
and Season III is under production. Similarly, Doc McStuffins-season V is in production.
Mickey Mouse and the Roadster Racers (MRR)-Season II has been completed during the
reporting year.
Method & Zagtoons Projects: Miraculous Lady Bug TV Series-Season II and
III and Power Players-Season I are currently in production . Further, Second Season of
7Dwarfs & Me-produced by Method a hybrid show combining high quality CGI with live
action footage is in production.
Distribution:
DQE's Distribution and Licensing division has been aggressively working towards the
distribution of our new and existing Intellectual Properties (IP's).
5&IT-The Psammy Show : The Disney Germany and Disney France are on board
as broadcast partners for the TV series.
Jungle book season 3 The Company has received a very good response for the
third season of Jungle Book as well. The series is widely being distributed around the
world. The first and second season was broadcasted in more than 160 countries and the
third season is expected to go beyond this.
The Jungle book has won two Labels awards at the India licensing show for the best
character licensor and Best Licensed Character which makes the Jungle book property
stronger in terms of its merchandise potential in Indian subcontinent.
Robin Hood-Mischief in the Sherwood, Season 2, has been completed and is
into distribution stage. The third season, is likely to commence in the third quarter of
the financial year 2019-20.
The Company has signed a deal with European & Global Licensing (EGL) as its
global master Toy Partner to design and produce a wide variety of plush and figurine toys
inspired by its globally popular kids animated show "The Jungle Book" and
"Peter Pan".
The Company also signed a significant number of content acquisition deal with
leading broadcasters around the world for multiple properties produced by the Company for
distribution. Various TV distribution deals were concluded for our properties with
Netflix, Barind Media Limited, EGL Agency, Eenadu Television Pvt. Ltd., Multinmethatics
and many others. With the signing of many of these acquisition agreement, the Company will
now be able to expand its footprint into the vast and growing kids' entertainment market
across the world.
On the licensing and merchandising front, efforts are on to penetrate the
European and American markets including Latin America with wide range of product
categories for Jungle book, Peterpan and Robin Hood.
The Jungle Book has had a successful merchandising & licensing traction for
multiple categories that include Mahima Impex for Apparels, Flamingo Toys for Plush Toys;
Prataap Snacks Pvt. Ltd. for Promotional Licensing, Mustang Enterprises for Socks &
Innerwear; Flipkart for Apparel & Bags; Make Mark Marketing Private Limited for Non
Paper Stationery Jaipet for Water Bottle, Snack Jar, Ice Cube (Only pEt material),
Printxcel Private Limited for Exercise Book, CR Book and Drawing Book, United Biscuits
Private Limited for Promo Licensing, Jhs Svendgaard Brand Ltd for Dental Care, Ganko
Opticians for Opticals, Emcee Trading Pvt. Ltd for Back to School, Johns Umbrella Mart for
umbrella, Daxton Footwear for Footwear, Dhananjai Lifestyle for Kids Apparel and
Sleepwear.
Simba toys India for School Bags & Trolley, Reliable Rainwear for Kids Raincoats
& Umbrellas, Kreative Kids International for Plush toys and Kids Games.
The Licensing & Merchandising team of DQ Entertainment has also been making
its presence felt by visiting major markets that include MIPCOM & MIPTV at Cannes
-France ,Kidscreen-USA , MIFA Annecy-France, Hong Kong Licensing Show, Brand Licensing
Europe-UK, Vegas Licensing Show-USA and various others .These markets have played major
role in expanding the Licensing & Distribution contribution for the organization.
3. DIVIDEND
Considering the current losses of the Company, the Board has not recommended any
dividend to the equity shareholders of the Company for the financial year 201819.
4. SHARE CAPITAL
The authorized share capital of the Company as on 31st March, 2019 was Rs.
800,000,000/- divided into 80,000,000 equity shares of Rs. 10/- each and paid-up capital
was Rs. 792,830,000/- divided into 79,283,000 equity shares of Rs.10/- each.
The Company has neither issued shares with differential rights as to dividend, voting
or otherwise nor issued shares (including sweat equity shares) to the employees or
Directors of the Company, under any Scheme.
5. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review, as stipulated
under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
[hereinafter called the SEBI (LODR) Regulations, 2015] is presented in a separate section
forming part of the Annual Report.
6. CORPORATE GOVERNANCE
The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations,
2015 forms an integral part of this Report. The requisite certificate from the Practicing
Company Secretary of the Company confirming compliance with the conditions of corporate
governance is attached to the report on Corporate Governance.
The declaration by CEO/CFO that the Board Members and Senior Management Personnel have
complied with the Code of Conduct forms part of the Annual Report.
7. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES
DQ Entertainment (Ireland) Limited (DQE Ireland) is the wholly owned subsidiary of the
Company in Ireland. DQ Entertainment USA, LlC ( DQE USA) is the step down wholly owned
subsidiary Company in USA. Further, there has been no material change in the nature of the
business of the subsidiaries.
DQ Entertainment (International) Films Limited (DQE Films) is a Joint Venture between
DQ Entertainment (International) Limited and DQ Entertainment Plc. The sharing ratio of
DQE Plc is 60% and DQE India is 40% in the JV.
There are no associate companies of DQE India within the meaning of Section 2(6) of the
Companies Act, 2013 ("Act").
Apart from DQE Ireland, there has been no activity in DQE Films and DQE USA.
In accordance with Section 129 of the Companies Act, 2013 read with Rule 5 of Companies
(Accounts) Rules, 2014, a separate statement containing the salient features of the
financial statements of the subsidiary Companies and Joint Venture in Form AOC-1 is
annexed to this Board's Report as Annexure- I.
Business highlights of DQ Entertainment (Ireland) Limited ("DQE Ireland")
DQ Entertainment (Ireland) Limited is engaged in the business of animated content
development for TV series, home video and various other media. During the FY 201819, it
has achieved a turnover of Rs. 401.73 Mn and has earned an operating profit of Rs. 343.89
mn. However it has incurred of loss of Rs. 288.82 Mn, on account of amortization and
impairment and foreign exchange loss. However, the Company has a positive operating
profit.
Business highlights of DQ Entertainment USA, LLC ("DQE USA")
DQE USA is a wholly owned subsidiary of DQE Ireland.
There has been no activity in the Company during the year.
Business highlights of DQ Entertainment (International) Films Limited ("DQE
Films")
DQ Films is a Joint Venture between DQ Entertainment (International) Limited and DQ
Entertainment Plc. There has been no activity in the Company during the year.
Consolidated Financial Statements
The Consolidated Financial Statements is prepared in accordance with Indian Accounting
Standards (Ind-AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified
under Section 133 of the Companies Act, 2013 and as amended from time to time and other
relevant provisions of the Companies Act, 2013.
As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed
its financial statements including the consolidated financial statements and separate
audited accounts of its subsidiaries on its website www. dqentertainment.com.
8. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (C) OF THE
COMPANIES ACT, 2013
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2019 the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
b) the Directors 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 as at March 31,2019 and of the profit of
the Company for the year ended on that date;
c) the Directors 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) the Directors have prepared the annual accounts on a going concern' basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and are operating effectively;
and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
9. TRANSACTIONS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis and were in compliance with the applicable provisions of the Act and the Listing
Regulations.
All Related Party Transactions are placed before the Audit Committee for approval.
Prior omnibus approval of the Audit Committee is obtained for the transactions which are
repetitive in nature. A statement of all Related Party Transactions is placed before the
Audit Committee for its review on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions.
Information on transactions with related parties pursuant to Section 134(3)(h) of the
Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure
II in Form AOC-2 and the same forms part of this report.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board is disseminated on the website of the Company www.
dqentertainment.com.
10. EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure
III in Form MGT-9, which forms part of this report and the same is placed in the
website of the Company at www.dqentertainment.com.
11. TRANSFER OF UNCLAIMED/UNPAID AMOUNTS TO THE INVESTORS EDUCATION AND PROTECTION FUND
(IEPF)
During the year, no shares were transferred to Investors Education and Protection Fund
pursuant to the provisions of the Companies Act, 2013 and Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016.
12. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year are set
out in Annexure-IV of this Report in the format prescribed in the Companies (CSR
Policy) Rules, 2014. The Policy is available on Company's web-site at
www.dqentertainment.com.
13. RISK MANAGEMENT
The Company is exposed to inherent uncertainties owing to the sectors in which it
operates. The Company's Risk Management process focuses on ensuring that these risks are
identified on a timely basis and addressed. The Company has developed and implemented a
Risk Management policy as approved by the Audit Committee, which includes:
ensuring that all the current and future material risk exposures of the company
are identified, assessed, quantified, appropriately mitigated and managed;
establishing a framework for the company's risk management process and to ensure
the group wide implementation;
ensuring systematic and uniform assessment of risks related with the
intellectual property and production services rendered;
enabling compliance with appropriate regulations, wherever applicable, through
the adoption of best practices.
14. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board meetings and Annual General Meetings.
15. INTERNAL FINANCIAL CONTROLS
The Company has an internal control system, commensurate with the size, scale and
complexity of its operations. The details on the internal control system are more
elaborately explained in the Management's Discussion and Analysis Report.
16. DIRECTORS & KEY MANAGERIAL PERSONNEL
a. Appointment
The Board based on the recommendation of the Nomination and Remuneration Committee
appointed Ms. Sukhmani Walia as Company Secretary and Compliance Officer of the Company
w.e.f. February 12, 2019.
The Board of Directors on the recommendation of the Nomination and Remuneration
Committee in their meeting held on 09th August, 2019 considered and approved the
re-appointment of Mr. S. Sundar subject to the approval of Shareholders in the ensuing AGM
as Non-Executive Independent Director of the Company for second term of five consecutive
years pursuant to the provisions of Sections 149, 150, 152 and other applicable
provisions, if any of the Companies Act, 2013 (the Act') and the rules made
thereunder (including any statutory modification(s) or re-enactment thereof for the time
being in force) read with Schedule IV to the Act, Regulation I7(IA) and other applicable
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
as amended in the ensuing Annual General Meeting.
b. Retirement by rotation
In accordance with the provisions of the Act and the Articles of Association of the
Company, Ms. Rashida Adenwala, Director of the Company, retires by rotation at the ensuing
Annual General Meeting and being eligible has offered herself for re-appointment.
c. Resignation
Ms. Annie Jodhani, Company Secretary and Key Managerial person resigned from the
position of Company Secretary and Compliance officer w.e.f 12th February, 2019.
d. Board evaluation
Pursuant to the provisions of the Act, the SEBI (LODR) Regulations, 2015 and the policy
adopted by the Company for performance evaluation, the Board has carried out the annual
performance evaluation of its own performance, the Directors individually as well of the
working of its Committees i.e., Audit, Nomination & Remuneration, Stakeholders'
Relationship and Corporate Social Responsibility.
The performance of the Board and Committees was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the Board/committee
composition and structure, effectiveness of Board/committee processes, information and
functioning, etc.
The Board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the
individual director to the Board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc.
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 nonexecutive
Directors.
The performance of Board, its Committees and individual Directors were found
satisfactory.
e. Board Diversity
The Company recognizes and embraces the importance of a diverse board in its success.
We believe that a truly diverse board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural and geographical background,
age, ethnicity, race and gender, which will help us retain our competitive advantage. The
Board has adopted the Board Diversity Policy which sets out the approach to diversity of
the Board of Directors. The Board Diversity Policy is available on our website www.
dqentertainment.com
f. Policy on Directors' Appointment, Remuneration and Other Details
The Company's policy on Directors' appointment, remuneration and other matters as
provided in Section 178(3) of the Act is given as Annexure V, which forms part of
this report.
g. Familiarization Programme of Independent Directors
The details of programme for familiarization of Independent Directors with the Company,
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, and related matters are put up on the website of the Company www.dqentertainment.com.
Further, at the time of appointment of an independent Director, the Company issues a
formal letter of appointment outlining his/her role, function, duties and responsibilities
as a Director. The format of the letter of appointment is available on our website www.dqentertainment.com
h. Declaration by Independent Directors
The Company has received necessary declaration from each independent Director under
Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
17. MEETINGS OF THE BOARD
Four meetings of the Board of Directors of the Company were held during the financial
year 2018-19. These Board meetings were held on May 30, 2018, August 3, 2018, November 9,
2018 and February 12, 2019. For further details, please refer report on Corporate
Governance of this Annual Report.
18. AUDITORS AND AUDITORS' REPORT
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board meetings and Annual General Meetings.
a. Statutory Auditors
Under Section 139 of the Companies Act, 2013 and the rules made thereunder, it is
mandatory to rotate the Statutory Auditors on completion of the maximum term permitted
under the provisions of the Companies Act, 2013. Pursuant to the said requirement of the
Companies Act, 2013 MSKA & Associates, Chartered Accountants, Hyderabad (FRN: I05047W)
was re-appointed as the Statutory Auditors of the Company in 11th AGM held on 29th
September, 2018 upto the conclusion of the Thirteenth AGM to be conducted in the year
2020. The requirement for the annual ratification of auditor's appointment at the AGM has
been omitted pursuant to Companies (Amendment) Act, 2017 notified on 7th May, 2018.
During the year, the Statutory Auditors have confirmed that they satisfy the
independence criteria required under the Companies Act, 2013 and the Code of ethics issued
by the Chartered Accountant of India.
During the year under review, the Auditors' Report does not contain any qualification,
reservation or adverse remark. No frauds have been reported by the auditors in terms of
Section 143(12) of the Act. The Statutory Auditor have laid out emphasis of matter with
regard to financial results which indicates that the Company has incurred loss during the
year ended March 31, 2019. However, the Company has favourable cash inflows from its
operations and a positive networth. These cash flows are not sufficient to repay its bank
borrowings and the related finance costs. These conditions indicate the existence of
material uncertainty that may cast significant doubt about the Company's ability to
continue as a going concern. As stated in aforesaid note, in view of the Company's plan to
restructure the loan subject to Bank's approval and the Company's efforts to raise
additional funds, the consolidated Ind AS financial statements of the Company have been
prepared on a going concern basis.
b. Secretarial Auditors
Mr. R. Ramakrishna Gupta of PI & Associates, Practicing Company Secretaries, New
Delhi, was appointed by the Board to conduct the secretarial audit of the Company for the
financial year 2018 -19, as required under Section 204 of the Companies Act, 2013 and
Rules thereunder. The secretarial audit report forms part of the Annual Report as Annexure
VI to the Board's report.
The following observations were given by the Secretarial auditor to which the Board has
shared the following explanations:
a) There were instances of delays in submission of Monthly, Quarterly and Annual
Performance Reports with Software Technology Park of India (STPI).
Explanation: The Company shall ensure that going forward the reports with STPI and
Softex forms shall be submitted within the timelines.
b) There was an instance of delay in filing Annual Performance Report for the financial
year ended 31st March, 2019 under Special Economic Zone Act, 2002.
Explanation: The Company shall ensure that going forward it shall file the Annual
Performance report within the timelines.
19. COMMITTEES
The Board has formed the following Committees:
(i) Audit Committee
(ii) Nomination and Remuneration Committee
(iii) Corporate Social Responsibility Committee
(iv) Stakeholders Relationship Committee
The details of the membership and attendance of the meetings of the above Committees of
the Board are included in the Corporate Governance Report, which forms part of this
report.
20. VIGIL MECHANISM
As part of our corporate governance practices, the Company has formulated 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 SEBI (LODR) Regulations, 2015. The whistle blower
policy may be accessed on the Company's website www.dqentertainment.com.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has duly complied with the provision of section 186 of the Companies Act,
2013 and Rules made thereunder. The particulars of loans, guarantees and investments have
been disclosed in the financial statements.
22. DEPOSITS
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
balance sheet.
23. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO REQUIRED UNDER THE COMPANIES (ACCOUNTS) RULES, 2014
(i) Energy Conservation: The operations of the Company involve low energy
consumption. The Company has undertaken various energy efficient practices to conserve
energy and strengthened the Company's commitment towards becoming an environment friendly
organisation.
(ii) Technology Absorption: We have developed following in-house plug-ins to
maximize technology absorption at minimal cost.
The 3ottle: It is a market competing software that is being developed for its
CGI animation requirements such as hyper realistic lighting.
Global Lighting Process (GLP): It automates the process of developing lighting
asset to reduce rendering hours by 20%
GATEWAY software: It is one of its kinds for complete automation of processes,
live updates on productivity and status of project as well as server data management and
facilitates backup. This robust and secured tool has helped to increase efficiency to a
new level.
This automation process and software and hardware development will result in
considerable savings of operational costs to company due to reduced human effort and time
while not compromising on quality.
(iii) Research & Development: The Company constantly endeavors to be more
efficient and effective in planning of production activities for achieving and maintaining
the highest standards of quality.
Foreign Exchange Earnings and Outgo:
Particulars |
For the year ended 31March19 |
For the year ended 31March18 |
Earnings in Foreign Currency |
|
|
Income from production |
799,801,636 |
938,728,707 |
Other income |
5,731,962 |
5,376,128 |
Distribution Income |
10,597,938 |
13,598,631 |
Expenditure in Foreign Exchange |
|
|
(Subject to deduction of tax where applicable) |
|
|
Overseas business travel |
3,159,769 |
3,200,659 |
Production Expenses |
1,532,960 |
8,941,555 |
Consultancy and other expenses |
4,067,690 |
1,486,550 |
Financial Charges |
5,809,935 |
7,206,741 |
Note: The above figures have been extracted from standalone financial statements, both
for current and previous year.
24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197( 12) of the Companies Act, 2013 read with
rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 as amended is provided as Annexure VII to the Board's report.
The information required pursuant to Section 197(12) of the Act read with Rule 5(2)
& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 as amended, in respect of the employees of the Company, will be provided upon
request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the
members and others entitled thereto, excluding the information on employees' particulars
which is available for inspection by the members at the Registered Office of the Company
during business hours on working days of the Company upto the date of the ensuing Annual
General Meeting. If any member is interested in obtaining a copy thereof, such member may
write to the Company Secretary in this regard.
25. SIGNIFICANT AND MATERIAL ORDERS
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company's operations in future.
26. MATERIAL EVENT RECORDED SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no material changes and commitments affecting the financial position of the
Company, which has occurred between the end of the financial year of the Company i.e.
March 31,2019 and the date of the Directors' Report.
27. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2014
Your Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and and an Internal Complaints
Committee has been set up to redress complaints received regarding Sexual Harassment at
work place, with a mechanism of lodging & redress the complaints.. During the year
under review, there were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
28. DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT
The following are the details that are required to be provided under Schedule V (F) of
the SEBI (LODR) Regulations, 2015:
No. of Shareholders and outstanding shares in the suspense account in the beginning
of the year |
No. of Shareholders approached for transfer of shares during the year |
No. of Shareholders to whom shares were transferred and no. of shares
transferred |
No. of shareholders and the no. of outstanding shares in the suspense
account at the end of the year |
1 shareholder and 80 shares |
Nil |
Nil |
1 shareholder and 80 shares |
29. DELISTING OF THE EQUITY SHARES OF THE COMPANY FROM NSE, RECOGNISED STOCK EXCHANGE
Your Company has been listed on the BSE Limited as well as National Stock Exchange of
India Limited (NSE). There is hardly any trading of shares being done on NSE. Therefore,
it is recommended to get the equity shares of the Company delisted from the platform of
NSE. Hence, the matter was placed before the Board of Directors in the Board Meeting held
on 9th August, 2019. The Board has approved the proposal for voluntary delisting of shares
from the platform of National Stock Exchange of India Limited without giving the exit
opportunity to the Shareholders as the Equity shares of the Company will continue to
remain listed on BSE Limited, the Recognised Stock Exchange having nationwide trading
terminals and the investors have access to trade and deal in Company's equity shares
across the Country.
30. GREEN INITIATIVE
Electronic copies of the Annual Report 2018 -19 and Notice of the 12th Annual General
Meeting are sent to all members whose email addresses are registered with the
Company/Depository Participant(s). For members who have not registered their email
addresses, physical copies of the Annual Report 2019 and the Notice of the 12th Annual
General Meeting are sent in the permitted mode. Members requiring physical copies can send
a request to the Company.
We encourage the other shareholders and request them to support us on this nationwide
Green Initiative by registering/updating their email addresses with their Depository
Participant(s) as required for receiving the notices and other documents via email.
The Company provides e-voting facility to all its members to enable them to cast their
votes electronically on all resolutions set forth in the Notice. The instructions for
e-voting are provided in the Notice.
31. ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the banks, Government authorities, customers, vendors and
members during the year under review. Your Directors also wish to place on record their
deep sense of appreciation for the committed services by every member of the DQE family.
Place: Hyderabad |
For and on behalf of the Board DQ Entertainment (International) Limited |
Date: August 09, 2019 |
Tapaas Chakravarti |
|
CMD & CEO |
|