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Touchwood Entertainment Ltd.

BSE: 535037 Sector: Others
NSE: TOUCHWOOD ISIN Code: INE486Y01013
BSE 05:30 | 01 Jan Touchwood Entertainment Ltd
NSE 00:00 | 27 Sep 122.15 -1.70
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Touchwood Entertainment Ltd. (TOUCHWOOD) - Director Report

Company director report

Dear Shareholders

The Directors of your Company take pleasure in presenting the 23rd AnnualReport of your company along with the Audited Financial Statements for the Financial Yearended on 31st March 2020. Further in compliance with the Companies Act 2013the company has made all requisite disclosures in the Board Report with the objective ofaccountability and transparency in its operations and to make you aware about itsperformance and future perspective.

OPERATIONS- FINANCIALS

The Company's performance during the financial year ended March 31 2020 as compared tothe previous financial year is summarized as below:

(Amount)

Current Year ended Previous Year Ended
31/03/2020 31/03/2019
Revenue from Operations 208088890.55 322776272.86
Other Income 4259720.98 4762529.21
Less: Employee Benefit Expenses 40380322.00 29043731.00
Less: Finance Cost 639980.68 732038.51
Less: Depreciation & Amortization 6120134.00 6290265.00
Less: Other Expenses 139415194.14 248838739.54
Profit Before Tax & Exceptional Items 25792980.71 42634028.02
Exceptional Items - -
Profit Before Tax 25792980.71 42634028.02
Current Tax 7315570.00 13293903.00
Past Period 1502089.70 423941.00
Deferred Tax (668209.39) (638717.31)
Profit After Tax 17643530.40 29554901.33
Other Comprehensive Income (1340752.32) 1076341.74
Total Comprehensive Income 16302778.08 30631243.07
Add: Balance brought forward from previous years 48515759.67 17884516.59
Amount available for appropriation 64818537.75 48515759.66
A ppropriations: Less: Dividend paid on Equity Shares including DDT 12277388.00 -
Less: Bonus Equity Shares issued during the year 31555240.00 -
Balance carried to Balance Sheet 20985909.75 48515759.66
STATE OF COMPANY'S AFFAIRS

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

Revenue (Net) down by 36% to Rs. 2080 Lakhs in FY20 against Rs. 3227 Lakhs in FY19.

EBITDA including other income fell by 38% to Rs.312 Lakhs FY20 Vs Rs.507 Lakhs in FY19.

EBIDTA margin decreased by 72 basis points to 15.00% in FY20 Vs 15.72% in FY19.

PBT fell by 49% to Rs.224 Lakhs in FY20 Vs Rs.437 Lakhs in FY19.

PAT fell by 47% to Rs.163 Lakhs in FY20 Vs Rs.306 Lakhs in FY19.

Pat Margin Decrease by 100 Basis point to 8% in FY20 V 9% in FY19

EPS fell by 47% to Rs. 1.60 in FY20 against Rs.3.01 in FY19.

ROCE declined by 16% to 19% in FY20 Vs 34% in FY19.

ROE declined by 13% to 13% in FY20 Vs 26% in FY19.

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.

DIVIDEND

The Board in its meeting held on 2nd November 2019 declared an interimdividend of Rs. 0.20 per equity share of the Company as per particulars below:

S. No. Date of Declaration Rate of Dividend Amount (Excluding Dividend distribution tax)
1. 2nd November 2019 2% 2036249.00

CHANGE IN THE NATURE OF BUSINESS if any

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

RESERVES

The Company has a closing balance of Rs. 20985909.75 /- (Rupees Two Crores NineLakhs Eighty Five Thousand Nine Hundred and Nine Decimal Seventy Five) as Reserves andSurplus 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 78047990.07
2. Current year's profit 17643530.40
3. Other Comprehensive Income (1340752.32)
4. Amount utilized during the year for bonus issue (61087470.40)
5. Dividend including DDT (12277388.00)
Total 20985909.75

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 have been no other material changes and commitments affecting the financialposition of the Company since the close of financial year i.e. since March 31 2020 and tothe date of this report. Further it is hereby confirmed that there has been no change inthe nature of business of the Company.

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.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 200000000 divided into20000000 Equity Shares of Rs. 10/- (Rupees Ten only) each. The Paid up Capital of theCompany is Rs. 101812450 divided into 10181245 Equity Shares of Rs. 10/- each.

The Board in its meeting held on 11th July 2019 recommended the issue of Bonus Sharesin the proportion of 1.5:1 i.e. (one and half) Bonus Share of Rs. 10/- each held as onRecord Date i.e. August 24 2019 for every 1(one) fully paid Equity shares held as onRecord Date by the Shareholder. The resolution was passed by the members through postalballot on 10th August 2019 and Bonus Equity Shares were allotted in the BoardMeeting held on 27th August 2019 as per particulars below:

S. No. Particulars No. of Shares Face Value Total
1. Paid-up Share Capital prior Bonus Issue 4072498 Rs. 10/- per share Rs. 40724980
2. Bonus Issue 6108747 Rs. 10/- per share Rs. 61087470
3. Paid-up Share Capital post Bonus Issue 10181245 Rs. 10/- per share Rs. 101812450

DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

As on 31st March 2020 the Company does not have any subsidiary or jointventure or associate company. LISTING OF SHARES:

The Company's shares got Listed on NSE emerge SME platform with ISIN INE486Y01013 &Symbol TOUCHWOOD on 21st December 2017. After completing 2 years on SMEplatform the Company successfully migrated from SME to Main board on 21stJanuary 2020.

RELATED PARTY TRANSACTION

Following the provisions of Section 188(1) of the Companies Act 2013 all RelatedPartjcontracts / arrangements / transactions entered by the Company during the financialyear had been in the ordinary course of business and on arm's length basis with AuditCommittee having a domain role: the Board of Directors brought into picture wherevernecessary and/or obligatory. Therefore the provision of Section 188 of the Companies Act2013 were not attracted. There are no materially significant Related Party Transactionduring the year under review made by the Company with Promoters Directors or otherdesignated person which may have a potential conflict with the interest of the Company atlarge. Thus disclosure in Form AOC-2 is not required. Pertinent in this context is tosay that during the year the Company has not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions.

During the year the Company has amended the Policy on materiality of related partytransactions and dealing with related party transactions in line with the requirements ofSEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018. Thekey changes include inter-alia threshold limits for determining materiality. The amendedpolicy is available on our website at www.touchwood.in. Related party transactions weredisclosed to the Board on regular basis. Details of related party transactions may bereferred to in Note 29 of the Financial Statements.

INITIATIVES DURING THE YEAR

4- Gourmet Entertainment Show

The Company had announced the 2nd edition of The Gourmet Entertainment Show- India'sONLY experiential showcase of all things F&B Design & Entertainment at Weddingsand Events held on August 1st and 2nd 2019 at A-Dot Gurgaon. The GourmetEntertainment Show is a joint initiative by EVENTFAQS and Touchwood Group in associationwith EEMA and Host Venue: A-Dot Gurgaon.

Food in India has always been the highest form of entertainment. It is considered asthe most important element of Weddings Social and Special Events. The GourmetEntertainment Show is a platform created to take forward the culinary journey ofcelebrations in India on to a world stage.

The two-day event was designed to enable planners of the most extraordinary events topush the envelope by engaging with and learning from the best in the business of GourmetEntertainment. Featured showcases from over 50 + of India's Top Catering Companies DecorSpecialists Restaurants and Food Designers discussions with the leading authorities fromthe business of F&B experiential engagements workshops and masterclasses.

4 Make Me Up

The Company had announced the first edition of ''Make Me Up'' Festival - India'sbiggest platform for Indian Beauty Professionals celebrating 'Everyone Beautiful' held on21st & 22nd December 2019 at A-Dot Gurgaon. Organised by Touchwood Entertainment Ltd.and Vibgyor Brand Services the event saw luminaries from the skin makeup and hair spacetook masterclasse s expert programmes demonstrations and interactive sessions.

Some of the speakers included Dr. Blossom Kochar (Director Aroma Magic) Samir Modi(Managing Director Colorbar) Guneet Virdi (Celebrity make-up artiste) Shaan Mutthail(Bollywood make-up artiste associated with Jaqueline Fernandes) Chandni Singh (celebritymake-up artiste) Gomit Chopra and many more.

The festival also included bespoke studio's where more than 30 leading makeup artistesshowcased their craft. Students of JD Institute of Technology also held a fashion showwhich was focused on innovative technique in hair and make-up. Designers Rina Dhaka CharuParashar Samant Chauhan also held ramp shows.

CORPORATE GOVERNANCE

Corporate governance is an ethically driven business process that is committed tovalues and aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with firm commitment to valueswhile meeting stakeholders' expectations. Further Corporate Governance is based on theprinciples of conducting the business with all integrity fairness and being transparentwith all the transactions making the necessary disclosures and decisions complying withthe laws of the land accountability and responsibility towards the stakeholders andcommitment of conducting the business in an ethical manner. At Touchwood it is ensuredthat Company's affairs are managed in a fair and transparent manner. This is vital tocontinue to gain and retain the trust of its stakeholders. A separate section on CorporateGovernance standards followed by your Company and the relevant disclosures as stipulatedunder the Listing Regulations Companies Act 2013 and Rules made thereunder forms partof this Annual Report.

A Certificate from M/s Advitiya Vyas & Company Practising Company Secretaryconfirming the compliance by the Company to the conditions of Corporate Governance asstipulated under the Listing Regulations is annexed to the Report on CorporateGovernance which forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company's policy is to maintain an optimum combination of Executive andNon-Executive Directors on the Board. The composition of the Board is as follows:

Managing Director Mr. Manjit Singh
Executive Director Mr. Vijay Arora
Mrs. Jaswinder Kaur
Mrs. Priyanka Arora
Non-Executive Independent Directors Mrs. Paruldeep Kaur
Mr. Michael Anthony Cruz
Mr. Manjeet Singh
Mr. Vijay Kumar Pugalia
Key Managerial Personnel Mr. Dinesh Singla Chief Financial Officer
Ms. Ashima Arora Company Secretary & Compliance Officer appointed on 9th January 2020

All the Non - Executive Independent Directors are not disqualified to be appointed assuch under the relevant provisions of the Companies Act 2013 and the rules madethereunder and shall not be subject for determination by retirement of Directors byrotation.

Resignation of Ms. Sonia Madnani

During the year under review Ms. Sonia Madnani Membership No. 44110 resigned fromthe position of Company Secretary of the Company with effect from closing hours of 28thSeptember 2019 due to personal reasons.

Appointment & Resignation of Ms. Aditi

During the year under review Ms. Aditi Membership No. 44470 was appointed as CompanySecretary of the Company with effect from opening hours of 29th September2019. But she resigned from the position of Company Secretary of the Company with effectfrom closing hours of 2nd November 2019 due to personal reasons.

DIRECTOR RETIRING BY ROTATION

Pursuant to Section 152 of the Companies Act 2013 and in accordance with the Articleof Association of the Company Mr. Vijay Arora Whole-time Director of the Company shallretire by rotation at the ensuing AGM and being eligible has offered himself forre-appointment. Information as required under Regulation 36(3) of the Listing Regulationsis provided in the Notice of 23rd AGM.

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 2019-20

MEETINGS OF THE BOARD

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies financial matters and other businesses. The schedule of theBoard/Committee meetings to be held in the forthcoming quarter is circulated to theDirectors in advance to enable them to plan their schedule for effective participation inthe meetings.

During the year under review nine Board Meetings were convened and the gap between themeetings was as per the period prescribed under the Companies Act 2013.

S. No. Date of Board Meeting Board Strength No. of Directors Present
1. 25th May 2019 8 8
2. 1st July 2019 8 8
3. 11th July 2019 8 8
4. 27th August 2019 8 8
5. 28th September 2019 8 8
6. 2nd November 2019 8 7
7. 9th January 2020 8 8
8. 2nd March 2020 8 8
9. 23rd March 2020 8 8

Additionally several Committee meetings were held during the year including AuditCommittee. The detailed information on the meetings of the Committees is included in theReport on Corporate Governance which forms part of this Annual Report.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

In terms of requirement of schedule IV of the Companies Act 2 013 the independentdirectors of the company met separately on the 17th March 2020 to inter alicereview the performance of nonindependent directors (including the chairman) the entireboard the quality quantity and timelines of the flow of information between themanagement and board.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of Executive and Independent Directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on the 31st March 2020 the Board consists of eight members one of whomisWhole-Time Director one Managing Director two are Executive Directors and four areIndependent Directors including one woman Director. The Board periodically evaluates theneed for change in its composition and size.

The Policy of the Company on Director's appointment and remuneration including criteriafor determining qualifications positive attributes independence of Directors and othermatters provided under Section 178 (3) of the Companies Act 2013 is adopted by the Board.The remuneration paid to the Directors is as per the provisions of Companies Act 2013 andthe rules made thereunder. Policy for Selection of Directors determining Director'sIndependence and Appointment and Remuneration Policies are annexed as Annexure - I

DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

As stipulated under Section 178 of the Act and based on the recommendation of theNomination and Remuneration Committee the Board has approved a Nomination andRemuneration Policy of the Company. The Policy documents the mechanism for appointmentcessation evaluation and remuneration of the Directors Key Managerial Personnel andSenior Management of the Company. Information on the Policy and details of the criteriafor determining qualifications positive attributes and other matters in terms of Section178 of the Act are provided in the Corporate Governance Report.

INFORMATION ON BOARD MEETING PROCEDURE AND ATTENDANCE DURING THE FINANCIAL YEAR 2019-20

The Board meetings of the Company are conducted as per the provisions of the ActListing Regulations and applicable Secretarial Standards. Information as mentioned in theAct and Schedule II to the Listing Regulations and all other material information as maybe decided by the management is placed for consideration of the Board. Details on thematters to be discussed along with relevant supporting documents data and otherinformation is also furnished in the form of detailed agenda to the Board and theCommittees concerned to enable directors take critical decisions and accordingly advisethe management.

Details regarding information furnished to the Board members number of Committee andBoard meetings held during the year along with attendance record of each director has beendisclosed in the Corporate Governance Report of the Company.

PERFORMANCE EVALUATION OF THE BOARD

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the Non-Executive Directors and Executive Directors. On the basis of thelaid out Policy a process of evaluation was followed by the Board for its own performanceand that of its Committees and individual Directors including Chairman.

The Company is committed to benchmark itself with best practices and standards in allareas including Corporate Governance. To this end the Board has the analytical andfunctional support of Committee of Directors Audit Committee & Nomination &Remuneration Committee. The system brings insight & effectiveness in to the designatedareas of Corporate Governance.

COMMITTEES OF THE BOARD

Currently the Board has Three Committees which have been established in compliancewith the requirements of the business and relevant provisions of the applicable laws andstatutes. These are:

1. Audit Committee

2. Nomination and Remuneration Committee and

3. Stakeholders Relationship Committee

The details with respect to the composition terms of reference number of meetingsheld etc. of these Committees are given in the Report on Corporate Governance which formspart of this Annual Report.

INSIDER TRADING POLICY FOR PREVENTION OF INSIDER TRADING AND FAIR DISCLOSURE OFUNPUBLISHED PRICE SENSITIVE INFORMATION

In terms of the SEBI (Prohibition of Insider Trading) Regulations 2015 the Companyhas adopted a "Insider Trading Policy". The Insider Trading Policy is drawn upon the principle that the Company's directors and employees owe a fiduciary duty amongstothers to the shareholders of the Company to place the interest of shareholders abovetheir own and conduct their personal securities transactions in a manner that does notgive rise to any conflict of interest. These codes lay down the mechanism for ensuringtimely and adequate disclosure of Unpublished Price Sensitive Information("UPSI") to the investor community by the Company to enable them take informedinvestment decisions with regard to its securities.

The Insider Trading Policy prescribes the procedure for trading in securities of theCompany and the disclosures to be made by persons covered under the Insider Trading Policywith respect to their shareholding in the Company both direct and indirect.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND 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 is engaged in the service sector of Entertainment Business and is not involved inany manufacturing activity. F oreign exchange earnings of the Company are Rs. 1103643/-and outgo are Rs. 131102/ -

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of Companies Act 2013 your Directorsstate that:

1. In the preparation of annual accounts for the year ended the 31st March 2020 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed along with proper explanation relating to material departures;

2. 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 on the 31st March 2020 and of theProfit of the Company for the year ended on that date;

3. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities and

4. The Directors have prepared the annual accounts on a going concern basis.

5. The Directors have laid down Internal Financial Controls to be followed by theCompany have been laid down and that such internal financial controls are adequate andoperating effectively; and

6. The Directors have devised proper systems to ensure compliance with the provisionsof all the applicable laws and that such Systems are adequate and operating effectively.

POLICIES OF THE COMPANY

The Company is committed to high ethical standards in its business transactions guidedby its value systems. The Listing Regulations mandate formulation of certain policies forlisted companies. Accordingly the Board of Directors has from time to time framed andapproved policies as required by the Listing Regulations as well as under the Act. Thesepolicies are reviewed by the Board at periodic intervals.

Some of the key policies that have been adopted till date are as follows:

S. No. Name of Policy

1. Code of Conduct Policy

2. Policy for determining Materiality of Events

3. Policy on dealing with Related Party Transaction

4. Remuneration Policy

5. Vigil Mechanism & Whistle Blower Policy

6. Familiarization Policy for Independent Directors

7. Stakeholders Relationship Committee Policy

8. Terms and Conditions of Appointment of Independent Directors

9. Policy of Audit Committee

10. Policy for Preservation of Documents

11. Criteria for payment to Non-Executive Directors

12. Code of Conduct and Fair Disclosure for Prohibition of Insider Trading

The Polices are available on the Company's website on the linkwww.touchwood.in/investor.php BUSINESS RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act 2013 the Company may constitute aBusiness Risk Management Committee which shall be entrusted with the responsibility toassist the Board in:

Formulating and implementing Risk Management Policy;

Overseeing and approving the Company's enterprise wide risk management framework; and

Overseeing that all the risks that the Company faces such as strategic financialcredit market liquidity property IT legal regulatory reputational employee andother risks have been identified and assessed and there is an adequate risk managementinfrastructure in place capable of addressing those risks.

At present the Company has not identified any element of risk which may perceptiblythreaten the existence of the Company.

FAMILIARISATION PROGRAMMES

With a view to familiarising the Independent Directors with the Company's operationsas required under regulation 25(7) of the SEBI Listing Regulations 2015 the Company inits Board Meeting held on 9th January 2020 adopted Familiarisation Policy forIndependent Directors. The details of such familiarisation programmes are placed onwebsite touchwood.in/pdf/2020/Ql/FAMILIARIASATION- POLICY-FOR-INDEPENDENT-DIRECTORS.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy isin place. There has been no case to report for the FY 2019-2020 no individual was deniedaccess to the Audit Committee for reporting concerns if any.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION& 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.

AUDITORS

M/s VSD & Associates Chartered Accountants (FRN No.:008726N) hold office up tothe conclusion of the 25th AGM.

M/s VSD & Associates were appointed as Statutory Auditors of the Company from theconclusion of 21st AGM i.e. from 4th August 2018. In terms of theproviso to Section 139(1) of the Act the said appointment was subject to ratification byMembers at every AGM held during the tenure of their appointment. The proviso to Section139(1) of the Act has been omitted by the Companies (Amendment) Act 2017 with effect from7th May 2018; accordingly the requirement of ratifying appointment of statutory auditorsat every annual general meeting during their tenure of appointment has been dispensedwith.

The Auditors' Reports including the one on Internal Financial Controls does not carryany observation or infirmity in the Company's affairs.

SECRETARIAL AUDITORS

As required u/s 204 of the Companies Act 2013 and rules hereunder M/s Advitiya Vyas& Company Practicing Company Secretary shall be reappointed as the SecretarialAuditors of the company to conduct Secretarial Audits for the year ended 31stMarch 2021.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year ended 31st March 2020 is set out inAnnexure-II to this report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

INTERNAL AUDITORS

The board on the recommendation of audit committee approved the appointment of M/s AAVN& Associates Chartered Accountants (FRN No. 013224C) Internal Auditors forconducting the internal audit of the company for the financial fear 2020-2021.

INTERNAL CONTROL SYSTEMS AND ADEQUACY THEREOF

The Company's internal control systems as laid down to commensurate with the nature ofits business the size and the complexity of its operations. These are tested andcertified by Statutory as well as Internal Auditors and cover all factories and key areasof business. Significant audit observations and follow up action thereon are reported tothe Audit Committee. The Audit Committee as aforesaid reviews adequacy and effectivenessof the Company's internal control environment and monitors the implementation of auditrecommendations.

EXTRACT OF ANNUAL RETURN

In terms of Sections 92(3) and 134(3) (a) of the Act and Rules made there underextract of the Annual Return in Form No. MGT-9 is annexed as Annexure- III to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

A Statement containing Particulars of Employees as required under Section 197(12) readwith Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 is annexed in Annexure- IV.

Further pursuant to the provision to Section 136(1) of the Companies Act 2013 read withthe Rule 5(2) of the companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 will be sent to the members of the Company on request.

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.

INVESTOR EDUCATION & PROTECTION FUND

During the year under review there is no amount which is required to be transferred tothe investors education & protection fund as per the provisions of section 125 (2) ofthe Companies Act 2013.

BUSINESS RESPONSIBILITY REPORT

The business responsibility report as stipulated under regulation 34(2)(f) of SEBI(LODR) regulation is presented in a separate section forming part of the annual report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or Courts orTribunals impacting the going concern status and Company's operations in future.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Directors state that applicable Secretarial Standards have been followed during thefinancial year 2019-20.

FRAUD REPORTING

During the year under review no fraud has been reported by Auditors under sub-section(12) of Section 143 of the Companies Act 2013.

CAUTIONARY STATEMENT

Statements in the Annual Report including those which relate to Management Discussionand Analysis describing the Company's objectives projections estimates andexpectations may constitute 'forward looking statements' within the meaning of applicablelaws and regulations. Although the expectations are based on reasonable assumptions theactual results might differ.

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.

For and on behalf of the Board of Directors
Touchwood Entertainment Limited
Sd/- Sd/-
Vijay Arora Manjit Singh
Whole-Time Director Chairman & Managing Director
Place: New Delhi DIN: 00996193 DIN: 00996149
Date: 9th September 2020

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