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DQ Entertainment International Ltd.

BSE: 533176 Sector: Media
NSE: DQE ISIN Code: INE656K01010
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VOLUME 123
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OPEN 7.80
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VOLUME 123
52-Week high 19.00
52-Week low 5.11
P/E
Mkt Cap.(Rs cr) 62
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

DQ Entertainment International Ltd. (DQE) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Eleventh Annual Report on the businessand operations of DQ Entertainment (International) Limited ("the Company" or DQEIndia) together with the Audited Statement of Accounts for the financial year ended March31 2018.

1. FINANCIAL RESULTS

During the year under review performance of your company was as under:

Standalone

Consolidated

Particulars

For the year ended 31-Mar-18

For the year ended 31-Mar-17

For the year ended 31-Mar-18

For the year ended 31-Mar-17

Income from Production 939 837 616 747
Income from Distribution 20 27 186 197
Other Income 125 89 892 85
Total Income 1084 953 1694 1029
Total Expenditure 1371 1439 2062 3216
Profit before tax* (286) (486) (368) (2187)
Tax Expense (Current Tax+ Deferred Tax [Net of MAT credit entitlement]) 220 7 220 7
Profit after tax (66) (479) (148) (2180)
EBIDTA 170 123 341 (334)

*Standalone: Profit before tax and Profit after tax includes the exceptional item byway of notional foreign exchange of approximately INR 53.18 Mn for the period ended 31stMarch 2018 (2017: INR (105.75) Mn). Also includes Bad debts written off worth Rs. 2.15Mn. (2017: 17.25 Mn).

*Consolidated: Profit before tax and Profit after tax includes the exceptional item byway of notional foreign exchange of approximately INR 803.90 Mn for the period ended 31stMarch 2018 (2017: INR (363.07) Mn). Also includes Bad debts written off worth Rs. 4.46Mn. (2017: 545.61 Mn).

After adjustment of the notional loss and gain as well as the bad debts written offthe profit before tax and profit after tax is as under for the consolidated financials:

31 March 2018

31 March 2017

Adjusted Profit / ( Loss) before tax (1168) (1279)
Adjusted Profit / ( Loss) after Tax (948) (1271)
Cash & Cash Equivalent 118 194

2. PERFORMANCE AND OPERATIONS

Your Company has witnessed a complete business cycle. It has grown and expanded since2003 until 2011 which was the golden period for the Company. However in the year 2012the Company got adversely impacted on account of the last worldwide recession cycle whichextended over 4 years. This was a depression phase for the Company where some of our largecustomers did not commence any new production as a result of which we had to source workfrom smaller production studios in order to ensure capacity utilization of our largemanpower. Unfortunately due to the extended recessionary period these smaller productionhouses could not sustain themselves and were not able to pay our dues. This resulted insteep increase in our debtors and we suffered severe financial crisis. In fact a numberof companies in our domain globally had to close down their operations. Your Companycould sustain itself because of its foresightedness to get into own content developmentwhich helped us through these very stressful times.

Slowly from 2016 the Company has been able to redefine and rewrite the future afterfour years of downtrend and is on the path to recovery. The Company has emerged muchstronger and now cautiously does business with particular clients who are capable enoughto pay our dues on time. Our focus on improving operational efficiencies and theconsolidation of artistic and technical skill sets continues with productivityimprovements being recognized across all processes of production.

The financial year 2018 has been a significant progressing year in terms of all growthaspects and your Directors are quite hopeful to achieve new milestones of achievement inthe years to come. Your Company has a strong order book of production for the next two tothree years and also has strong growth plans on the licensing and merchandising front.

Operational Highlights for the FY 2017-18:

Animation:

Third season of our flagship property The Jungle Book is in production as a result ofthe demand from the broadcasters after a successful run of season 1 & 2. The entireseason is planned to be delivered by end of 2018.

DQE's new IP 5 & IT "The Psammy Show" (52x11') TV seriesco-produced by Disney Germany Disney France and Method Animation France is now inproduction. The entire series is planned to be delivered by third quarter of FY 2018-19.

Our very first Digital 90 min movie "Peterpan – The quest for the NeverBook" has been completed and is very well received by the distributors globally.We have succeeded to sell the movie for theatrical release in North America LatinAmerica Middle East and North Africa South Korea Japan Vietnam Russia and CIScountries Hungary and other European and ASEAN countries as well.

Another own new IP "Toadlly Awesome" is in development stage and willgo into production soon.

Second Season of Robin Hood is being co-produced with Method Animation France asRobin Hood season 1 saw great success in the market in more than 130 countries.

Disney Projects: Puppy Dog Pals – season I has been completed and season II isin production. Similarly Mickey Mouse and the Roadster Racers (MRR) – season I hasbeen completed and season II is in production. Miles from Tomorrow land – season IIIhas been completed and successfully delivered worldwide and Doc McStuffins – season Vis in production. Couple of new projects from Disney is in the development stage and areexpected to go into production soon.

Co-production contracts: Miraculous Lady Bug – season III and Power Players– season I are in production stage with Method Animation and Zagtoons. FurtherSeason II of 7D & Me – produced by Method Animation and supported by DQE ZDFRAI and France TV a hybrid show combining high quality CGI with live action footage is inproduction as season I was well received by the distributors.

Other projects completed: Super 4 – season II based on Playmobil Toy withMethod Animation France and Zak Storm- TV series – season I by Zag Toons inco-production with Method Animation has been completed and successfully deliveredworldwide.

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 2017 -18.

4. SHARE CAPITAL

The authorized share capital of the Company as on 31st March 2018 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 is the wholly owned subsidiary of the Company inIreland. DQ Entertainment USA LLC is the step down wholly owned subsidiary Company inUSA. Further there has been no material change in the nature of the business of thesubsidiaries.

DQEntertainment (International) Films Limited is a Joint Venture between DQEntertainment (International) Limited and DQ Entertainment Plc which was formed for theproduction and distribution of the Jungle Book Feature Film. The sharing ratio of DQE Plcis 60% and DQE India is 40% in the JV. The objective to form the JV was to benefit fromthe synergies of both the companies and to ensure that the interests of all thestakeholders are aligned.

There are no associate companies of DQE India within the meaning of Section 2(6) of theCompanies Act 2013 ("Act"). Method Animation S.A.S. is an associate company ofDQ Entertainment (Mauritius) Limited the Holding Company.

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 content developmentincluding all production activities for animation and live action for TV series homevideo and various other media. During the FY 2017-18 it has achieved a turnover of Rs.165.82 Mn. Further DQE Ireland has incurred of loss of Rs. 155.45 Mn. Primary reason forthe loss is the huge finance cost payable to the Bond holders. However the Company has apositive operating profit. Your Company is quite hopeful for DQE Ireland in the years tocome.

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 theCompany 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 theyear ended March 31 2018 the applicable accounting standards read with requirements setout under Schedule III to the Act have been followed and there are no material departuresfrom the same;

b) the Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2018 andof the profit of the Company for the year ended on that date;

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

f) the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

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 Companywww.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 INVESTOR EDUCATION AND PROTECTIONFUND (IEPF)

During the year application money of Rs. 329920/- (Rupees Three lakhs twenty ninethousand nine hundred and twenty only) lying as unpaid/unclaimed for seven years wastransferred to Investor Education and Protection Fund pursuant to the provisions of theCompanies Act 2013 and Investor Education and Protection Fund (Accounting AuditTransfer and Refund) Rules 2016.

Further investor wise details of the unclaimed amount were uploaded on IEPF portal.Investors whose money has been transferred to IEPF can now claim their money from the IEPFauthority by following the refund procedure as detailed on the website of IEPF Authoritywww.iepf.gov.in.

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 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 and

• assuring business growth with financial stability.

The Risk Management Policy was reviewed and approved by the Audit Committee. TheCompany manages monitors and reports on the principal risks and uncertainties that canimpact its ability to achieve its strategic objectives.

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&KEYMANAGERIALPERSONNEL

a. Appointment

The Board based on the recommendation of the Nomination and Remuneration Committeeappointed Ms. Annie Jodhani as Company Secretary and Compliance Officer of the Companyw.e.f. June 6 2017.

Further the Board based on the recommendation of the Nomination and RemunerationCommittee approved the appointment of senior management personnel namely Mr. Manoj Mishraas Chief Operating Officer w.e.f June 1 2017 and Mr. C.S. Rajaram as President –Global Productions w.e.f June 4 2018.

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

There were no resignations of the Directors or Key Managerial Person during the yearunder review.

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 as theevaluation of the working of its Committees i.e. Audit Nomination & RemunerationStakeholders' 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 non-executiveDirectors.

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 websitewww.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 Companywww.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 2017-18. These Board meetings were held on May 30 2017 which was adjourned to June6 2017 due to lack of quorum August 11 2017 December 8 2017 and February 14 2018.For further details please refer report on Corporate Governance of this Annual Report.

18. AUDITORS AND AUDITORS' REPORT

a. Statutory Auditors

The present term of office of the statutory auditor of the Company namely M/s. MSKA& Associates. Chartered Accountants (Formerly known as MZSK & AssociatesChartered Accountants) expires at the conclusion of the ensuing Annual General Meeting(AGM); however the audit firm is eligible for re-appointment.

The re-appointment of MSKA & Associates. Chartered Accountants as recommended bythe Audit Committee and approved by the Board is proposed for another term of three yearsi.e. from the conclusion of the Eleventh AGM upto the conclusion of the Fourteenth AGM tobe conducted in the year 2021 thus completing the aggregate period of 10 years as per theprovisions of Companies Act 2013.

M/s. MSKA & Associates. Chartered Accountants has confirmed their eligibilityunder Section 141 of the Companies Act 2013 and the rules framed thereunder forre-appointment as Auditors of the Company. The appointment is accordingly proposed in theNotice of the forthcoming AGM vide item no. 3.

The Board has placed on record its sincere appreciation for the services rendered byM/s MSKA & Associates. Chartered Accountants as Statutory Auditors of the Company.

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 Auditors have laid out emphasis of matter withregard to carrying value of intangible assets and carrying value of investment in whollyowned subsidiary (DQ Entertainment (Ireland) Limited).

The Auditors have mentioned in its report regarding the irregular deposit of statutorydues with the appropriate authorities. The Board explained that due to paucity of fundsdues could not be paid regularly and now all efforts are made to deposit the duesregularly on time with the appropriate authorities.

b. Secretarial Auditors

Mr. R. Ramakrishna Gupta of M/s. PI & Associates Practicing Company SecretariesNew Delhi was appointed by the Board to conduct the secretarial audit of the Company forthe financial year 2017 –18 as required under Section 204 of the Companies Act 2013and Rules 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 was a delay in submitting the financial results to BSE limited and NationalStock Exchange of India Ltd (NSE) for the quarter and financial year ended 31st March2017. The Company has submitted the financial results on 6th June 2017 as against the duedate of 30th May 2017 prescribed under regulation 33 of SEBI (Listing obligations andDisclosure Requirements) Regulations 2015. The company has been imposed a penalty of Rs.35000 (Thirty Five Thousand only) by NSE and the same has been paid by the company.

Explanation: The Company shall ensure that going forward Audit Committee and Boardmeeting for considering and approving the quarterly results shall be conducted within thetimelines as prescribed in the SEBI (LODR) Regulations 2015.

b) The company has not published newspaper Advertisement/information in Englishlanguage national daily newspaper for the adjourned Board Meeting held on 6th June 2017for approving the Financial Statements for the quarter and financial year ended 31stMarch 2017 as required under regulation 47 of SEBI (Listing obligations and DisclosureRequirements) Regulations 2015.

Explanation: The Company shall ensure that going forward utmost care shall be taken topublish the required information both in English language national daily newspaper andvernacular language daily newspaper.

c) There are delays in submission of Monthly Quarterly and Annual Performance reportswith Software Technology Park of India (STPI).

Explanation: The Company shall ensure that going forward the reports with STPIshall be submitted within the due date.

d) There are instances of delays in filing of Softex forms with Software TechnologyPark of India (STPI).

Explanation: The Company shall ensure that going forward the Softex forms shall befiled with STPI within the due dates.

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

The particulars as prescribed under Sub–section (3)(m) of Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 are given hereunder:(i) Energy Conservation: The operations of the Company involve low energy consumption. TheCompany has undertaken various energy efficient practices to conserve energy andstrengthened the Company's commitment towards becoming an environment friendlyorganisation.

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

The flottle: It is a market competing software that is being developed for its CGIanimation 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 processes liveupdates 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. Amount in INR

(iii) Research & Development: The Company constantly endeavors to be more efficientand effective in planning of production activities for achieving and maintaining thehighest standards of quality.

(iv) Foreign Exchange Earnings and Outgo:

Amt. in INR
Particulars For the year ended 31March18 For the year ended 31March17
Earnings in Foreign
Currency
Income from production 938728707 806901075
Other income 5376128 4365839
Distribution Income 13598631 19762427
Expenditure in Foreign
Exchange
(Subject to deduction of tax where applicable)
Overseas business travel 3200659 3588971
Production Expenses 8941555 9525250
Consultancy and other expenses 1486550 338899
Financial Charges 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. GOING CONCERN

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 31 2018 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 the rules thereunder forprevention and redressal of complaints of sexual harassment at workplace. 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:

29. GREEN INITIATIVE

Electronic copies of the Annual Report 2017 –18 and Notice of the 11th AnnualGeneral Meeting 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 2018 and the Notice of the 11th 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 casttheir votes electronically on all resolutions set forth in the Notice. The instructionsfor e–voting are provided in the Notice.

30. 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.

Hyderabad For and on behalf of the Board
August 03 2018 DQ Entertainment (International) Limited
Tapaas Chakravarti
CMD & CEO