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DQ Entertainment International Ltd.

BSE: 533176 Sector: Media
NSE: DQE ISIN Code: INE656K01010
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OPEN 1.52
CLOSE 1.57
VOLUME 15000
52-Week high 4.41
52-Week low 0.65
P/E
Mkt Cap.(Rs cr) 12
Buy Price 1.52
Buy Qty 3000.00
Sell Price 1.57
Sell Qty 9000.00

DQ Entertainment International Ltd. (DQE) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 12th Annual Report on the business andoperations of DQ Entertainment (International) Limited ("the Company" or DQEIndia) together with the Audited Statement of Accounts for the financial year ended March31 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 1526 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 removingthe exceptional items namely notional foreign exchange gain of INR 57.68 Mn for the periodended 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 removingthe exceptional items namely: notional foreign exchange loss of INR 302.15 Mn for theperiod ended 31st March 2019 (2018: Foreign exchange gain of INR 803.90 Mn)and Bad debtswritten 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 fundingsince 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 notbeen 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 toexplore alternative platforms to exploit and monetize its IP's. It has found success inits you tube channel Power Kids where the subscription has now touched more than 2.5million subscribers in just over four months and have started giving good revenue. Themanagement is very hopeful that the digital platform will give the boost to the Companyfor its growth and revenue in the coming years.

Apart from this our focus on improving operational efficiencies and the consolidationof artistic and technical skill sets continues with productivity improvements beingrecognized across all processes of production.

Your Company has a good order book of production for the next two to three years and asstated 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 1minutes each of our flagship property "The Jungle Book" has beencompleted and delivered to the broadcasters.

• DQE's new IP "The Psammy Show" (52x1 1') TV series hascompleted its production and entire series has been delivered. The Psammy Show haspenetrated China Market in a big way with distribution deals as well as Licensing andmerchandising deals.

Another own new IP "Toadlly Awesome" is in developmentstage 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 thebroadcasters. The show is extremely popular in the market and the third season of the TVseries is expected to commence in third quarter of 2019-20.

• Disney Projects: Puppy Dog Pals-Season I has been completed and Season IIand 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 thereporting year.

• Method & Zagtoons Projects: Miraculous Lady Bug TV Series-Season II andIII and Power Players-Season I are currently in production . Further Second Season of7Dwarfs & Me-produced by Method a hybrid show combining high quality CGI with liveaction footage is in production.

Distribution:

DQE's Distribution and Licensing division has been aggressively working towards thedistribution of our new and existing Intellectual Properties (IP's).

• 5&IT-The Psammy Show : The Disney Germany and Disney France are on boardas broadcast partners for the TV series.

• Jungle book season 3 The Company has received a very good response for thethird season of Jungle Book as well. The series is widely being distributed around theworld. The first and second season was broadcasted in more than 160 countries and thethird season is expected to go beyond this.

The Jungle book has won two Labels awards at the India licensing show for the bestcharacter licensor and Best Licensed Character which makes the Jungle book propertystronger in terms of its merchandise potential in Indian subcontinent.

• Robin Hood-Mischief in the Sherwood Season 2 has been completed and isinto distribution stage. The third season is likely to commence in the third quarter ofthe financial year 2019-20.

• The Company has signed a deal with European & Global Licensing (EGL) as itsglobal master Toy Partner to design and produce a wide variety of plush and figurine toysinspired by its globally popular kids animated show "The Jungle Book" and"Peter Pan".

• The Company also signed a significant number of content acquisition deal withleading broadcasters around the world for multiple properties produced by the Company fordistribution. Various TV distribution deals were concluded for our properties withNetflix Barind Media Limited EGL Agency Eenadu Television Pvt. Ltd. Multinmethaticsand many others. With the signing of many of these acquisition agreement the Company willnow be able to expand its footprint into the vast and growing kids' entertainment marketacross the world.

• On the licensing and merchandising front efforts are on to penetrate theEuropean and American markets including Latin America with wide range of productcategories for Jungle book Peterpan and Robin Hood.

The Jungle Book has had a successful merchandising & licensing traction formultiple 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 NonPaper Stationery Jaipet for Water Bottle Snack Jar Ice Cube (Only pEt material)Printxcel Private Limited for Exercise Book CR Book and Drawing Book United BiscuitsPrivate Limited for Promo Licensing Jhs Svendgaard Brand Ltd for Dental Care GankoOpticians for Opticals Emcee Trading Pvt. Ltd for Back to School Johns Umbrella Mart forumbrella Daxton Footwear for Footwear Dhananjai Lifestyle for Kids Apparel andSleepwear.

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 makingits presence felt by visiting major markets that include MIPCOM & MIPTV at Cannes-France Kidscreen-USA MIFA Annecy-France Hong Kong Licensing Show Brand LicensingEurope-UK Vegas Licensing Show-USA and various others .These markets have played majorrole in expanding the Licensing & Distribution contribution for the organization.

3. DIVIDEND

Considering the current losses of the Company the Board has not recommended anydividend 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.800000000/- divided into 80000000 equity shares of Rs. 10/- each and paid-up capitalwas Rs. 792830000/- divided into 79283000 equity shares of Rs.10/- each.

The Company has neither issued shares with differential rights as to dividend votingor otherwise nor issued shares (including sweat equity shares) to the employees orDirectors 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 stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015[hereinafter called the SEBI (LODR) Regulations 2015] is presented in a separate sectionforming part of the Annual Report.

6. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations2015 forms an integral part of this Report. The requisite certificate from the PracticingCompany Secretary of the Company confirming compliance with the conditions of corporategovernance is attached to the report on Corporate Governance.

The declaration by CEO/CFO that the Board Members and Senior Management Personnel havecomplied 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 theCompany in Ireland. DQ Entertainment USA LlC ( DQE USA) is the step down wholly ownedsubsidiary Company in USA. Further there has been no material change in the nature of thebusiness of the subsidiaries.

DQ Entertainment (International) Films Limited (DQE Films) is a Joint Venture betweenDQ Entertainment (International) Limited and DQ Entertainment Plc. The sharing ratio ofDQE 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 theCompanies 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 thefinancial statements of the subsidiary Companies and Joint Venture in Form AOC-1 isannexed 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 contentdevelopment for TV series home video and various other media. During the FY 201819 ithas achieved a turnover of Rs. 401.73 Mn and has earned an operating profit of Rs. 343.89mn. However it has incurred of loss of Rs. 288.82 Mn on account of amortization andimpairment and foreign exchange loss. However the Company has a positive operatingprofit.

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 ("DQEFilms")

DQ Films is a Joint Venture between DQ Entertainment (International) Limited and DQEntertainment 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 AccountingStandards (Ind-AS) as per the Companies (Indian Accounting Standards) Rules 2015 notifiedunder Section 133 of the Companies Act 2013 and as amended from time to time and otherrelevant provisions of the Companies Act 2013.

As per the provisions of Section 136 of the Companies Act 2013 the Company has placedits financial statements including the consolidated financial statements and separateaudited accounts of its subsidiaries on its website www. dqentertainment.com.

8. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (C) OF THECOMPANIES ACT 2013

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312019 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 theCompany and such internal financial controls are adequate and are operating effectively;and

f) the Directors have devised proper systems to ensure compliance with the provisionsof 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 financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis and were in compliance with the applicable provisions of the Act and the ListingRegulations.

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 arerepetitive in nature. A statement of all Related Party Transactions is placed before theAudit Committee for its review on a quarterly basis specifying the nature value andterms and conditions of the transactions.

Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in AnnexureII in Form AOC-2 and the same forms part of this report.

The Policy on materiality of related party transactions and dealing with related partytransactions 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 AnnexureIII in Form MGT-9 which forms part of this report and the same is placed in thewebsite 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 Fundpursuant to the provisions of the Companies Act 2013 and Investor Education andProtection 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 Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure-IV of this Report in the format prescribed in the Companies (CSRPolicy) Rules 2014. The Policy is available on Company's web-site atwww.dqentertainment.com.

13. RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sectors in which itoperates. The Company's Risk Management process focuses on ensuring that these risks areidentified on a timely basis and addressed. The Company has developed and implemented aRisk Management policy as approved by the Audit Committee which includes:

• ensuring that all the current and future material risk exposures of the companyare identified assessed quantified appropriately mitigated and managed;

• establishing a framework for the company's risk management process and to ensurethe group wide implementation;

• ensuring systematic and uniform assessment of risks related with theintellectual property and production services rendered;

• enabling compliance with appropriate regulations wherever applicable throughthe 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 CompanySecretaries 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 andcomplexity of its operations. The details on the internal control system are moreelaborately 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 Committeeappointed Ms. Sukhmani Walia as Company Secretary and Compliance Officer of the Companyw.e.f. February 12 2019.

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee in their meeting held on 09th August 2019 considered and approved there-appointment of Mr. S. Sundar subject to the approval of Shareholders in the ensuing AGMas Non-Executive Independent Director of the Company for second term of five consecutiveyears pursuant to the provisions of Sections 149 150 152 and other applicableprovisions if any of the Companies Act 2013 (‘the Act') and the rules madethereunder (including any statutory modification(s) or re-enactment thereof for the timebeing in force) read with Schedule IV to the Act Regulation I7(IA) and other applicableprovisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015as 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 theCompany Ms. Rashida Adenwala Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible has offered herself for re-appointment.

c. Resignation

Ms. Annie Jodhani Company Secretary and Key Managerial person resigned from theposition 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 policyadopted by the Company for performance evaluation the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well of theworking 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 seekinginputs from all the directors on the basis of the criteria such as the Board/committeecomposition and structure effectiveness of Board/committee processes information andfunctioning etc.

The Board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of Independent Directors performance of non-independentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive Directors and nonexecutiveDirectors.

The performance of Board its Committees and individual Directors were foundsatisfactory.

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 perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board Diversity Policy which sets out the approach to diversity ofthe 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 asprovided in Section 178(3) of the Act is given as Annexure V which forms part ofthis report.

g. Familiarization Programme of Independent Directors

The details of programme for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany 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 aformal letter of appointment outlining his/her role function duties and responsibilitiesas 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 underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid 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 financialyear 2018-19. These Board meetings were held on May 30 2018 August 3 2018 November 92018 and February 12 2019. For further details please refer report on CorporateGovernance of this Annual Report.

18. AUDITORS AND AUDITORS' REPORT

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries 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 ismandatory to rotate the Statutory Auditors on completion of the maximum term permittedunder the provisions of the Companies Act 2013. Pursuant to the said requirement of theCompanies Act 2013 MSKA & Associates Chartered Accountants Hyderabad (FRN: I05047W)was re-appointed as the Statutory Auditors of the Company in 11th AGM held on 29thSeptember 2018 upto the conclusion of the Thirteenth AGM to be conducted in the year2020. The requirement for the annual ratification of auditor's appointment at the AGM hasbeen omitted pursuant to Companies (Amendment) Act 2017 notified on 7th May 2018.

During the year the Statutory Auditors have confirmed that they satisfy theindependence criteria required under the Companies Act 2013 and the Code of ethics issuedby the Chartered Accountant of India.

During the year under review the Auditors' Report does not contain any qualificationreservation or adverse remark. No frauds have been reported by the auditors in terms ofSection 143(12) of the Act. The Statutory Auditor have laid out emphasis of matter withregard to financial results which indicates that the Company has incurred loss during theyear ended March 31 2019. However the Company has favourable cash inflows from itsoperations and a positive networth. These cash flows are not sufficient to repay its bankborrowings and the related finance costs. These conditions indicate the existence ofmaterial uncertainty that may cast significant doubt about the Company's ability tocontinue as a going concern. As stated in aforesaid note in view of the Company's plan torestructure the loan subject to Bank's approval and the Company's efforts to raiseadditional funds the consolidated Ind AS financial statements of the Company have beenprepared on a going concern basis.

b. Secretarial Auditors

Mr. R. Ramakrishna Gupta of PI & Associates Practicing Company Secretaries NewDelhi was appointed by the Board to conduct the secretarial audit of the Company for thefinancial year 2018 -19 as required under Section 204 of the Companies Act 2013 andRules thereunder. The secretarial audit report forms part of the Annual Report as AnnexureVI to the Board's report.

The following observations were given by the Secretarial auditor to which the Board hasshared the following explanations:

a) There were instances of delays in submission of Monthly Quarterly and AnnualPerformance Reports with Software Technology Park of India (STPI).

Explanation: The Company shall ensure that going forward the reports with STPI andSoftex forms shall be submitted within the timelines.

b) There was an instance of delay in filing Annual Performance Report for the financialyear ended 31st March 2019 under Special Economic Zone Act 2002.

Explanation: The Company shall ensure that going forward it shall file the AnnualPerformance 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 ofthe Board are included in the Corporate Governance Report which forms part of thisreport.

20. VIGIL MECHANISM

As part of our corporate governance practices the Company has formulated a WhistleBlower Policy to provide Vigil Mechanism for employees including Directors of the Companyto report genuine concerns. The provisions of this policy are in line with the provisionsof the Section 177(9) of the Act and SEBI (LODR) Regulations 2015. The whistle blowerpolicy 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 Act2013 and Rules made thereunder. The particulars of loans guarantees and investments havebeen disclosed in the financial statements.

22. DEPOSITS

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

23. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO REQUIRED UNDER THE COMPANIES (ACCOUNTS) RULES 2014

(i) Energy Conservation: The operations of the Company involve low energyconsumption. The Company has undertaken various energy efficient practices to conserveenergy and strengthened the Company's commitment towards becoming an environment friendlyorganisation.

(ii) Technology Absorption: We have developed following in-house plug-ins tomaximize technology absorption at minimal cost.

• The 3ottle: It is a market competing software that is being developed for itsCGI animation requirements such as hyper realistic lighting.

• Global Lighting Process (GLP): It automates the process of developing lightingasset to reduce rendering hours by 20%

• GATEWAY software: It is one of its kinds for complete automation of processeslive updates on productivity and status of project as well as server data management andfacilitates backup. This robust and secured tool has helped to increase efficiency to anew level.

This automation process and software and hardware development will result inconsiderable savings of operational costs to company due to reduced human effort and timewhile not compromising on quality.

(iii) Research & Development: The Company constantly endeavors to be moreefficient and effective in planning of production activities for achieving and maintainingthe 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 799801636 938728707
Other income 5731962 5376128
Distribution Income 10597938 13598631
Expenditure in Foreign Exchange
(Subject to deduction of tax where applicable)
Overseas business travel 3159769 3200659
Production Expenses 1532960 8941555
Consultancy and other expenses 4067690 1486550
Financial Charges 5809935 7206741

Note: The above figures have been extracted from standalone financial statements bothfor current and previous year.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197( 12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 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) Rules2014 as amended in respect of the employees of the Company will be provided uponrequest. In terms of Section 136 of the Act the Report and Accounts are being sent to themembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the members at the Registered Office of the Companyduring business hours on working days of the Company upto the date of the ensuing AnnualGeneral Meeting. If any member is interested in obtaining a copy thereof such member maywrite 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 Tribunalswhich 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 theCompany which has occurred between the end of the financial year of the Company i.e.March 312019 and the date of the Directors' Report.

27. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2014

Your Company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and and an Internal ComplaintsCommittee has been set up to redress complaints received regarding Sexual Harassment atwork place with a mechanism of lodging & redress the complaints.. During the yearunder review there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (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) ofthe 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 ofIndia Limited (NSE). There is hardly any trading of shares being done on NSE. Thereforeit is recommended to get the equity shares of the Company delisted from the platform ofNSE. Hence the matter was placed before the Board of Directors in the Board Meeting heldon 9th August 2019. The Board has approved the proposal for voluntary delisting of sharesfrom the platform of National Stock Exchange of India Limited without giving the exitopportunity to the Shareholders as the Equity shares of the Company will continue toremain listed on BSE Limited the Recognised Stock Exchange having nationwide tradingterminals and the investors have access to trade and deal in Company's equity sharesacross the Country.

30. GREEN INITIATIVE

Electronic copies of the Annual Report 2018 -19 and Notice of the 12th Annual GeneralMeeting are sent to all members whose email addresses are registered with theCompany/Depository Participant(s). For members who have not registered their emailaddresses physical copies of the Annual Report 2019 and the Notice of the 12th AnnualGeneral Meeting are sent in the permitted mode. Members requiring physical copies can senda request to the Company.

We encourage the other shareholders and request them to support us on this nationwideGreen Initiative by registering/updating their email addresses with their DepositoryParticipant(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 theirvotes electronically on all resolutions set forth in the Notice. The instructions fore-voting are provided in the Notice.

31. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the banks Government authorities customers vendors andmembers during the year under review. Your Directors also wish to place on record theirdeep 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