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Touchwood Entertainment Ltd.

BSE: 535037 Sector: Others
NSE: TOUCHWOOD ISIN Code: INE486Y01013
BSE 05:30 | 01 Jan Touchwood Entertainment Ltd
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Touchwood Entertainment Ltd. (TOUCHWOOD) - Director Report

Company director report

To

The Members

Touchwood Entertainment Limited

Your Directors have pleasure in presenting the Twenty Second Annual Report of yourcompany along with the Audited Financial Statements for the Financial Year ended on 31stMarch 2019. Further in compliance with the Companies Act 2013 the company has made allrequisite disclosures in the Board Report with the objective of accountability andtransparency in its operations and to make you aware about its performance and futureperspective.

1. FINANCIAL RESULTS

The Company's performance during the financial year ended March 312019 as compared tothe previous financial year is summarized as below:

(Amount)
Current Year ended 31/03/2019 Previous Year Ended 31/03/2018
Revenue from Operations 322776272.86 181072274.73
Other Income 4762529.21 573029.30
Less: Finance Cost 732038.51 1204747.31
Less: Depreciation & Amortization 6290265.00 4492684.18
Less: Other Expenses 278000695.54 150641521.29
Profit Before Tax & Exceptional Items 42515805.02 25306351.25
Exceptional Items -1190276.74 4382570.06
Profit Before Tax 43706081.76 20923781.19
Current Tax 13293903.00 6854705.00
Past Period 423941.00 251177.00
Deferred Tax -1008616.04 -1271099.02
Profit After Tax ^^^^>30996853.80 15088998.21

2. STATE OF COMPANY S AFFAIRS

During the year under review Company s performance and growth are as follows :

• Revenue (Net) Up by 78% to Rs.3227 Lakhs in FY 19 against RS 1810 Lakhs in FY18.

• EBITDA including other income grew by 91% to Rs.507 Lakhs FY19 Vs Rs.266 Lakhsin FY18.

• EBITDA margin Improved by 100 basis points to 16% in FY19 Vs 15% in FY18.

• PBT grew by 109% to Rs.437 Lakhs in FY19 Vs Rs.209 lakhs in FY18.

• PAT grew by 105% grew to Rs.310 Lakhs Vs Rs.151 Lakhs in FY18.

• PAT Margin Improved by 200 basis points to 10% Vs 8% in FY18.

• EPS grew by 57% to Rs. 7.61 in FY19 against Rs.4.85 in FY18.

• ROCE improved by 9% to 34% in FY19 Vs 23% in FY18.

• ROE Improved by 9% to 26% in FY19 Vs 17% in FY18.

The Company is engaged in Event Management activities in India and abroad. Themanagement of the company is making its sincere efforts to increase the volume of businessin their best efficient manner.

3. DIVIDEND

The Board has recommended Final Dividend of Rs. 2 per share on paid up equity sharecapital for the year ended 31st March 2019 subject to the approval of the shareholders.

4. CHANGE IN THE NATURE OF BUSINESS if any

There is no material change in the nature of business during the year.

5. RESERVES

The Company has a closing balance of Rs.78438792.52 /- (Rupees Seven Crores EightyFour Lakhs Thirty Eight Thousand Seven Hundred Ninety Two Decimal Five Two) as Reservesand Surplus as on 31.03.2019.

The closing balance of Reserve and Surplus is bifurcated as follows:

S.No. Particulars Amount
1. Balance at the beginning of Year 17909708.32
2. Current year's profit 30996853.80
3. Amount of Securities Premium 29532230.40
Total 78438792.52

6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT.

There is no material changes held during the year.

7. DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the purview ofSection 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules2014 as amended from time to time during the year under review and therefore detailsmentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules 2014 relating todeposits covered under Chapter V of the Act is not required to be given.

8. SHARE CAPITAL

There is no change in Share Capital of the Company in financial year 2018-19.

9. MATERIAL CHANGES DURING THE YEAR

The Company has changed its registered office address from 11A 2nd & 3rd FloorAruna Asaf Ali Road Opposite Fortis Hospital Kishangarh Vasant Kunj South Delhi NewDelhi-110070 to Plot No 645 Near EPT Block Sarojini Nagar New Delhi-110023 on 18thApril 2018.

10. DETAILS OF SUBSIDIARY I JOINT VENTURE I ASSOCIATE COMPANIES

As on 31st March 2019 the Company does not have any subsidiary or jointventure and associate company.

11. LISTING OF SHARES:

The Comprny's shares are Listed on NSE emerge SME platform with ISIN INE486Y01013 &Symbol TOUCHWOOD.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Director Retiring by Rotation

Pursuant to Section 152 of the Companies Act 2013 and in accordance with the Articleof Association of the Company Mrs. Jaswinder Kaur Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible offers herself forre-appointment. The Board of Directors recommends her re-appointment.

Declaration by Independent Directors

The Company has received declarations from all Independent Directors of the Companyconfirming that they continue to meet the criteria of independence as prescribed underSection 149 of the Companies Act 2013 and Regulation 25 of the Listing Regulations. TheIndependent Directors have also confirmed that they have complied with the Company's codeof conduct.

Therefore Board is duly composed as per the Companies Act 2013 provisions and SEBI(Listing Obligation and Disclosure Requirements) 2015. There is no change held in thecomposition of Board of Directors during the Financial Year 2018-19

13. BOARD AND COMMITTEE MEETING Number of Board Meetings

The Board of Directors met 10 times during the financial year ended March 31 2019 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder. Theintervening gap between two board meetings was within the period prescribed under theCompanies Act 2013 and as per Secretarial Standard-1. The prescribed quorum was presentedfor all the Meetings and Directors of the Company actively participated in the meetingsand contributed valuable inputs on the matters brought before the Board of Directors fromtime to time.

10 Board Meetings were held as under:

18.04.2018

25.05.2018

18.06.2018

04.07.2018

30.07.2018

24.10.2018

30.10.2018

05.11.2018

29.12.2018

30.03.2019

Attendanceof Directors in the Board Meeting

Sr. No. Name of Directors

No. of Board Meeting

Held Attended
1 Manjit Singh 10 10
2. Vijay Arora 10 10
3. Michael Anthony Cruz 10 7
4. Vijay Kumar Pugalia 10 8
5. Manjeet Singh Saini 10 6
6. Paruldeep Kaur 10 5
7. Jaswinder Kaur 10 10
8. PriyankaArora 10 10

Number of Committees Meeting

The Audit Committee met 7 times during the Financial Year ended March 31 2019. TheStakeholders Relationship Committee met 1 time during the Financial Year ended March 312019. The Nomination and Remuneration Committee met 2 time during the Financial Year endedMarch 31 2019. Members of the Committees discussed the matter placed and contributedtheir valuable inputs on the matters brought before the meetings.2019 the IndependentDirectors held a separate meeting on 15th March 2019 in compliance with therequirements of Schedule IV of the Companies Act 2013 and Regulation 25 (3) of the SEBI(Listing Obligations & Disclosure Requirements).

14. COMMITTEES OF THE BOARD

The Company has three committees viz; Audit Committee Nomination and RemunerationCommittee Stakeholders Relationship Committee which has been established as a part of thebetter corporate governance practices and is in compliance with the requirements of therelevant provisions of applicable laws and statutes. The Board of Directors in theirmeeting held on 18th April 2018 dissolves the Initial Public Offer Committeeas the purpose of its formation has been fulfilled:

I. Audit Committee:

The Board of Directors in their meeting held on 6th September 2017constituted an Audit Committee in compliance with the provisions of Section 177 of theCompanies Act 2013 and reconstituted on 4th July 2018.

During the year under review meeting of Audit Committee were held on 18thApril 2018 25th May 2018 4th July 2018 30th July2018 30th October 2018 5th November 2018 and 15thMarch 2019 and the attendance records of the members of the Committee are as follows:

Sr. No. Name Designation No of Meetings held No. of Meetings attended
1 Paruldeep Kaur (Independent Director) Chairman 7 3
2. Michael Anthony Cruz (Independent Director) Member 7 3
3. Manjit Singh (Chairman & Managing Director) Member 7 7
4. Manjeet Singh Saini (Independent Director) Member 7 4
5. Vijay Kumar Pugalia (Independent Director) Member 7 4

All the recommendation made by the Audit Committee in the financial year 2018-19 wereapproved by the Board.

II. Composition of Nomination & Remuneration Committee

The Board of Directors in their meeting held on 6th September 2017constituted Nomination & Remuneration Committee in compliance with the provisions ofSection 178 of the Companies Act 2013.

During the year under review meeting of Nomination & Remuneration Committee washeld on 30th July 2018 and 15h March 2019 and the attendancerecords of the members of the Committee are as follows:

Sr. No. Name Designation No of Meetings held No. of Meetings attended
1. Michael Anthony Cruz (Independent Director) Chairman 2 2
2. Manjeet Singh Saini (Independent Director) Member 2 2
3. Paruldeep Kaur (Independent Director) Member 2 2

The salient feature of the policy of Nomination & Remuneration Committee same hasbeen disclosed . under Annexure 5

III. Composition of Stakeholder Relationship Committee

The Board of Directors in their meeting held on 6th September 2017constituted Stakeholder Relationship Committee in compliance with the provisions ofSection 178 of the Companies Act 2013.

During the year under review meeting of Stakeholder Relationship Committee was held on15th March 2019 and the attendance records of the members of the Committee areas follows:

Sr. No. Name Designation No of Meetings held No. of Meetings attended
1. Manjit Singh (Chairman & Managing Director) Chairman 1 1
2. Vijay Arora (Whole-Time Director) Member 1 1
3. Paruldeep Kaur (Independent Director) Member 1 1

15. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act 2013 and Rules made thereunder theBoard has carried the evaluation of its own performance performance of IndividualDirectors Board Committees including the Chairman of the Board on the basis ofattendance contribution and various criteria as recommended by the Nomination andRemuneration Committee of the Company. The evaluation of the working of the Board itscommittee experience and expertise performance of The Directors expressed theirsatisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including Chairman) was alsoevaluated by the independent directors at the separate meeting held of the IndependentDirectors of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility pursuant to the provisions of the Section135 of the Companies Act 2013 is not applicable on our Company.

17. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism through a Whistle Blower Policy whereDirectors and employees can voice their genuine concerns or grievances about any unethicalor unacceptable business practice. A whistle-blowing mechanism not only helps the Companyin detection of fraud but is also used as a corporate governance tool leading toprevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the ComplianceOfficer or the Chairman of the Audit Committee where necessary. The Company ensures thatgenuine Whistle Blowers are accorded complete protection from any kind of unfair treatmentor victimization.

The Whistle Blower Policy is disclosed on the website of the Company atwww.touchwood.in.

18. RISK MANAGEMENT

The Board of the Company has evaluated a risk management to monitor the risk managementplan for the Company. The audit committee has additional oversight in the area offinancial risks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management has been covered in theManagement Discussion and Analysis which forms part of annual report.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans guarantees or investments covered under the provision of underSection 186 of the Companies Act 2013 are given in the Note to the Financial Statements.

20. AUDITORS STATUTORY AUDITORS

The Shareholders of the Company had appointed M/s VSD & Associates CharteredAccountants (Firm s Registration No.: 008726N) New Delhi as Statutory Auditors of theCompany for the period of 5 years commencing from the Financial Year 2017-18 to 2021-22 in21st Annual General Meeting held on 4th August 2018.

SECRETARIAL AUDITORS

As required under provisions of Section 204 of the Companies Act 2013 and Rules framedthereunder the Board has appointed the Secretarial Auditors of the Company M/s AdvitiyaVyas & Company Practicing Company Secretaries for conducting the Secretarial Auditfor the FY 2018-19.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Companyfor the financial year ended on March 31 2019 is attached to the Director's Report asAnnexure-3.The Secretarial Audit Report does not contain any qualification reservation oradverse remark.

EXPLANATION OR COMMENTS ON QUALIFICATION RESERVATIONS OR ADVERSE REMARKS IN STATUTORYAUDITORS REPORT AND PRACTICING COMPANY

SECRETARY'S REPORT

The Company has given advance to the Jaypee Infratech Ltd for the purchase of PentHouse and Jaypee Infratech Ltd is undergoing the insolvency proceedings once it getssorted our Company will receive its possession soon. The Company has paid all itsStatutory Dues with interest if any for the financial year 2018-19. Apart from thenon-payment of statutory dues on time the Statutory Auditors Report is self-explanatoryand no comment reservation or adverse remark or disclaimer is given by Auditors of theCompany. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.

INTERNAL AUDIT

In accordance with the provisions of Section 138 of the Companies Act 2013 and Rulesframed thereunder your Company has appointed M/s. H M D S N & Associates CharteredAccountants as the Internal Auditors of the Company for Financial year 2018-19 and takestheir suggestions and recommendations to improve and strengthen the internal controlsystems.

21. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards in the FinancialYear 2018-19.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at work place an act "The SexualHarassment of Women at Workplace" (Prevention Prohibition and Redressal) Act 2013has been notified on 9th December 2013. Under the said Act every company is required toset up an Internal Complaints Committee to look into complaints relating to sexualharassment at work place of any women employee.

Your Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace and has set up a Committee for implementation of said policy. During the yearCompany has not received any complaint of harassment.

23. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company is well equipped with adequate internal financial controls. The Company hasa continuous monitoring mechanism which enables the organization to maintain the samestandards of the control systems and help them in managing defaults if any on timelybasis because of strong reporting mechanisms followed by the Company.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separately furnished in theAnnual Report and forms a part of the Annual Report.

25. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No MGT-9 in compliance with the requirement ofSection 92(3) Section 134(3) of the Companies Act 2013 is annexed with the Board's Reportas Annexure-1.

26.REFFERRED TO IN SUB SECTION 1 OF SECTION 188

During the year under review contracts or arrangements entered into with the relatedparty as defined under section 2(76) of the Companies Act 2013 were in ordinary courseof Business on arms' length basis. Details of the transactions pursuant to compliance ofsection 134(3) (h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts)Rules 2014 are annexed herewith as per Annexure-2

During the year the Company has not entered into any materially significant relatedparty transactions which may have potential conflict with the interest of the Company atlarge. Suitable disclosures as required are provided in AS-18 which is forming the part ofthe notes to the Financial Statement.

27. PARTICULARS OF EMPLOYEES AND REMUNERATION

The Company has no employee who is in receipt of remuneration of Rs. 850000/- permonth or Rs. 10200000/- per annum and hence the Company is not required to giveinformation under Sub rule 2 and 3 of Rule 5 of the companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Further the following details form part of Annexure 6 and Annexure 7 to the BoardReport;

Pursuant to Rule 5(2)of Companies (Appointment and Remuneration of ManagerialPersonnel) Rule 2014 statement containing the names and other particulars of top tenemployees in terms of Remuneration drawn by them in Annexure-6

Disclosure under Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rule 2014- Annexure 7.

28. FRAUD REPORTING

There was no fraud disclosed during the current Financial Year.

29. CODE OF CONDUCT

The Board has laid down a Code of Conduct ("Code") for Board MembersManagerial Personnel and for Senior Management Employees of the Company. This Code hasbeen posted on the Company's website athttp://www.touchwood.in/pdf/CODE%20OF%20CONDUCT.pdf. All the Board Members and SeniorManagement Personnel have affirmed compliance with this Code.

The Board has also laid down a Code of Conduct for Independent Directors pursuant toSection 149(8) and Schedule IV to the Companies Act 2013 via terms and conditions forappointment of Independent Directors which is a guide to professional conduct forIndependent Directors and has been uploaded on the website of the Company at following weblink: http://www.touchwood.in/pdf/APPOINTMENT%20LETTER%20INDEPENDENT%20DIRECTORS. pdf.

30. CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governancepractices and is committed to transparency in all its dealings. However the Company islisted on Emerge SME platform of National Stock Exchange by virtue of Regulation 15 ofSEBI (Listing Obligation & Disclosure Requirements) Regulation 2015 the compliancewith the Corporate Governance provisions as specified in Regulation 17 to 27 and clause(b) to (i) of sub regulation (2) of regulation 46 and para C D and E of Schedule V arenot applicable to the Company. Hence Corporate Governance Report does not form part ofthis Board Report.

31. NON -DISQUALIFICATION OF DIRECTORS

All the directors of the Company are non-disqualified and certificate for the samefrom the Practicing Company Secretary is annexed as Annexure 8.

32. POLICY OF PRESERVATION OF DOCUMENTS

Pursuant to the Regulation 9 of SEBI (LODR) 2015 the Company has maintained the policyof preservation of documents to keep the documents preserve as per Regulation 9 (a) &9 (b) of SEBI (LODR) 2015 and the same has been uploaded on the website of the Company onwww.touchwood.in.

33.DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

There were no significant and material orders issued against the Company by anyregulating authority or court or tribunal that could affect the going concern status andCompany s operations in future .

34. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS A ND OUTGO

The disclosures required to be made under the provisions of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption are not applicable to the Company as theCompany being engaged in the service sector of Entertainment Business neither involved inany manufacturing processing and foreign exchange earnings of the Company are Rs.11023469/- and outgo are Rs.27370000/-.

35. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 31 2019 the Board ofDirectors hereby confirms that:

1. In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

2. The Directors had selected such accounting policies have been selected andapplied consistently and the Directors made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company ason March 31 2019 and of the profits of the Company for the year ended on thatdate;

3. The Directors had taken proper and sufficient care was taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

4. The Directors has prepared annual accounts of the Company have been prepared ona going concern basis;

5. The Directors had laid down internal financial controls have been laid down tobe followed by the Company and that such internal financial controls are adequate andwere operating effectively;

6. The Directors had devised proper systems have been devised to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

36. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION

Registrar and Share Transfer Agent: Telephone Numbers:
M/s Skyline Financial Services Private Limited 01140450193
D-153 A Ist Floor Okhla Industrial Area Phase -I Fax Number:
New Delhi-110020. +91 11 26812682
E-mail:
admin@skylinerta.com
Website:
www.skylinerta.com

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to express their deep and sincere gratitude to theClients Customers and Shareholders of the Company for their trust and patronage as wellas to the Bankers Securities and Exchange Board of India National Stock ExchangeGovernment of India and other Regulatory Authorities for their continued co-operationsupport and guidance.

Delhi July 1 2019 By Order of the Board of Directors
For Touchwood Entertainment Limited
Registered Office:
Plot No. 645 Near E.P.T Block
Sarojini Nagar New Delhi
South West Delhi 110023-DL Sd/-
CIN: L92199DL1997PLC088865 Manjit Singh
Chairman & Managing Director
Email Id: delhi@touchwood.in DIN : 00996149
Website: www.touchwood.in

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