dq entertainment international ltd Directors report

To,

The Members,

Your Directors have pleasure in presenting their 12th Annual Report on the business and operations of DQ Entertainment (International) Limited ("the Company" or DQE India) together with the Audited Statement of Accounts for the financial year ended March 31, 2019.

1. FINANCIAL RESULTS

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

				(INR in Millions)
	Standalone		Consolidated
Particulars	For the year ended 31-Mar-19	For the year ended 31-Mar-18	For the year ended 31-Mar-19	For the year ended 31-Mar-18
Income from Production	800	939	553	6I6
Income from Distribution	23	20	424	I86
Other Income	115	125	549	892
Total Income	938	1084	1,526	1694
Total Expenditure	1391	1371	2I93	2062
Profit/( Loss) before tax	(454)	(287)	(667)	(368)
Adjusted Profit before tax*	(512)	(338)	(358)	(1168)
Profit/( Loss) after Tax	(409)	(66)	(634)	(I49)
Adjusted Profit after tax*	(467)	(324)	(325)	(948)
EBIDTA (before exceptional items)	(46)	169	848	341
Cash & Cash Equivalent	(66)	(479)	(148)	(2180)

*Standalone: Profit before tax and Profit after tax has been adjusted after removing the exceptional items namely notional foreign exchange gain of INR 57.68 Mn for the period ended 31st March 2019 (2018: INR 53.18 Mn) and Bad debts written off worth Rs. NIL (2018: 2.15 Mn).

*Consolidated: Profit before tax and Profit after tax has been adjusted after removing the exceptional items, namely: notional foreign exchange loss of INR 302.15 Mn for the period ended 31st March 2019 (2018: Foreign exchange gain of INR 803.90 Mn)and Bad debts written off worth Rs. 6.93 Mn. (2018: 4.46 Mn).

2. PERFORMANCE AND OPERATIONS

Your Companys performance has more or less been stable in the financial year 2018-19. It has been managing the operation from its own internal accruals with no external funding since 2016. The inflow of funds is just sufficient to take care of the operational costs. Due to the financial constraints there has not been any significant growth as it has not been able to invest any monies in new IPs or for the monetization of its existing IPs.

All efforts are being made by the management, with limited resources available to explore alternative platforms to exploit and monetize its IPs. It has found success in its you tube channel Power Kids, where the subscription has now touched more than 2.5 million subscribers in just over four months and have started giving good revenue. The management is very hopeful that the digital platform will give the boost to the Company for its growth and revenue in the coming years.

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

Your Company has a good order book of production for the next two to three years and as stated above, has strong growth plans on the licensing and merchandising front.

Operational Highlights for the FY 2018-19:

Animation:

• Production of the third season of the TV series comprising of 52 episodes of 1 1 minutes each, of our flagship property, "The Jungle Book" has been completed and delivered to the broadcasters.

• DQEs new IP, "The Psammy Show" (52x1 1) TV series has completed its production and entire series has been delivered. The Psammy Show has penetrated China Market in a big way with distribution deals as well as Licensing and merchandising deals.

• Another own new IP "Toadlly Awesome" is in development stage and is under negotiation for coproduction with global partners.

• Second Season of TV series Robin Hood -Mischief in the Sherwood (52x1 1) co-produced with Method Animation, France has been completed and delivered to the broadcasters. The show is extremely popular in the market and the third season of the TV series is expected to commence in third quarter of 2019-20.

• Disney Projects: Puppy Dog Pals-Season I has been completed and Season II and Season III is under production. Similarly, Doc McStuffins-season V is in production. Mickey Mouse and the Roadster Racers (MRR)-Season II has been completed during the reporting year.

• Method & Zagtoons Projects: Miraculous Lady Bug TV Series-Season II and III and Power Players-Season I are currently in production . Further, Second Season of 7Dwarfs & Me-produced by Method a hybrid show combining high quality CGI with live action footage is in production.

Distribution:

DQEs Distribution and Licensing division has been aggressively working towards the distribution of our new and existing Intellectual Properties (IPs).

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

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

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

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

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

• The Company also signed a significant number of content acquisition deal with leading broadcasters around the world for multiple properties produced by the Company for distribution. Various TV distribution deals were concluded for our properties with Netflix, Barind Media Limited, EGL Agency, Eenadu Television Pvt. Ltd., Multinmethatics and many others. With the signing of many of these acquisition agreement, the Company will now be able to expand its footprint into the vast and growing kids entertainment market across the world.

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

The Jungle Book has had a successful merchandising & licensing traction for multiple categories that include Mahima Impex for Apparels, Flamingo Toys for Plush Toys; Prataap Snacks Pvt. Ltd. for Promotional Licensing, Mustang Enterprises for Socks & Innerwear; Flipkart for Apparel & Bags; Make Mark Marketing Private Limited for Non Paper Stationery Jaipet for Water Bottle, Snack Jar, Ice Cube (Only pEt material), Printxcel Private Limited for Exercise Book, CR Book and Drawing Book, United Biscuits Private Limited for Promo Licensing, Jhs Svendgaard Brand Ltd for Dental Care, Ganko Opticians for Opticals, Emcee Trading Pvt. Ltd for Back to School, Johns Umbrella Mart for umbrella, Daxton Footwear for Footwear, Dhananjai Lifestyle for Kids Apparel and Sleepwear.

Simba toys India for School Bags & Trolley, Reliable Rainwear for Kids Raincoats & Umbrellas, Kreative Kids International for Plush toys and Kids Games.

• The Licensing & Merchandising team of DQ Entertainment has also been making its presence felt by visiting major markets that include MIPCOM & MIPTV at Cannes -France ,Kidscreen-USA , MIFA Annecy-France, Hong Kong Licensing Show, Brand Licensing Europe-UK, Vegas Licensing Show-USA and various others .These markets have played major role in expanding the Licensing & Distribution contribution for the organization.

3. DIVIDEND

Considering the current losses of the Company, the Board has not recommended any dividend to the equity shareholders of the Company for the financial year 201819.

4. SHARE CAPITAL

The authorized share capital of the Company as on 31st March, 2019 was Rs. 800,000,000/- divided into 80,000,000 equity shares of Rs. 10/- each and paid-up capital was Rs. 792,830,000/- divided into 79,283,000 equity shares of Rs.10/- each.

The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.

5. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [hereinafter called the SEBI (LODR) Regulations, 2015] is presented in a separate section forming part of the Annual Report.

6. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Practicing Company Secretary of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

The declaration by CEO/CFO that the Board Members and Senior Management Personnel have complied with the Code of Conduct forms part of the Annual Report.

7. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES

DQ Entertainment (Ireland) Limited (DQE Ireland) is the wholly owned subsidiary of the Company in Ireland. DQ Entertainment USA, LlC ( DQE USA) is the step down wholly owned subsidiary Company in USA. Further, there has been no material change in the nature of the business of the subsidiaries.

DQ Entertainment (International) Films Limited (DQE Films) is a Joint Venture between DQ Entertainment (International) Limited and DQ Entertainment Plc. The sharing ratio of DQE Plc is 60% and DQE India is 40% in the JV.

There are no associate companies of DQE India within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Apart from DQE Ireland, there has been no activity in DQE Films and DQE USA.

In accordance with Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies and Joint Venture in Form AOC-1 is annexed to this Boards Report as Annexure- I.

Business highlights of DQ Entertainment (Ireland) Limited ("DQE Ireland")

DQ Entertainment (Ireland) Limited is engaged in the business of animated content development for TV series, home video and various other media. During the FY 201819, it has achieved a turnover of Rs. 401.73 Mn and has earned an operating profit of Rs. 343.89 mn. However it has incurred of loss of Rs. 288.82 Mn, on account of amortization and impairment and foreign exchange loss. However, the Company has a positive operating profit.

Business highlights of DQ Entertainment USA, LLC ("DQE USA")

DQE USA is a wholly owned subsidiary of DQE Ireland.

There has been no activity in the Company during the year.

Business highlights of DQ Entertainment (International) Films Limited ("DQE Films")

DQ Films is a Joint Venture between DQ Entertainment (International) Limited and DQ Entertainment Plc. There has been no activity in the Company during the year.

Consolidated Financial Statements

The Consolidated Financial Statements is prepared in accordance with Indian Accounting Standards (Ind-AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and as amended from time to time and other relevant provisions of the Companies Act, 2013.

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

8. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (C) OF THE COMPANIES ACT, 2013

Your Directors state that:

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

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2019 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

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

9. TRANSACTIONS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

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

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is disseminated on the website of the Company www. dqentertainment.com.

10. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure III in Form MGT-9, which forms part of this report and the same is placed in the website of the Company at www.dqentertainment.com.

11. TRANSFER OF UNCLAIMED/UNPAID AMOUNTS TO THE INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

During the year, no shares were transferred to Investors Education and Protection Fund pursuant to the provisions of the Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-IV of this Report in the format prescribed in the Companies (CSR Policy) Rules, 2014. The Policy is available on Companys web-site at www.dqentertainment.com.

13. RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. The Companys Risk Management process focuses on ensuring that these risks are identified on a timely basis and addressed. The Company has developed and implemented a Risk Management policy as approved by the Audit Committee, which includes:

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

• establishing a framework for the companys risk management process and to ensure the group wide implementation;

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

• enabling compliance with appropriate regulations, wherever applicable, through the adoption of best practices.

14. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

15. INTERNAL FINANCIAL CONTROLS

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The details on the internal control system are more elaborately explained in the Managements Discussion and Analysis Report.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Appointment

The Board based on the recommendation of the Nomination and Remuneration Committee appointed Ms. Sukhmani Walia as Company Secretary and Compliance Officer of the Company w.e.f. February 12, 2019.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee in their meeting held on 09th August, 2019 considered and approved the re-appointment of Mr. S. Sundar subject to the approval of Shareholders in the ensuing AGM as Non-Executive Independent Director of the Company for second term of five consecutive years pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any of the Companies Act, 2013 (‘the Act) and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act, Regulation I7(IA) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended in the ensuing Annual General Meeting.

b. Retirement by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Rashida Adenwala, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

c. Resignation

Ms. Annie Jodhani, Company Secretary and Key Managerial person resigned from the position of Company Secretary and Compliance officer w.e.f 12th February, 2019.

d. Board evaluation

Pursuant to the provisions of the Act, the SEBI (LODR) Regulations, 2015 and the policy adopted by the Company for performance evaluation, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well of the working of its Committees i.e., Audit, Nomination & Remuneration, Stakeholders Relationship and Corporate Social Responsibility.

The performance of the Board and Committees was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board/committee composition and structure, effectiveness of Board/committee processes, information and functioning, etc.

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

In a separate meeting of Independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive Directors and nonexecutive Directors.

The performance of Board, its Committees and individual Directors were found satisfactory.

e. Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website www. dqentertainment.com

f. Policy on Directors Appointment, Remuneration and Other Details

The Companys policy on Directors appointment, remuneration and other matters as provided in Section 178(3) of the Act is given as Annexure V, which forms part of this report.

g. Familiarization Programme of Independent Directors

The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, and related matters are put up on the website of the Company www.dqentertainment.com.

Further, at the time of appointment of an independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. The format of the letter of appointment is available on our website www.dqentertainment.com

h. Declaration by Independent Directors

The Company has received necessary declaration from each independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

17. MEETINGS OF THE BOARD

Four meetings of the Board of Directors of the Company were held during the financial year 2018-19. These Board meetings were held on May 30, 2018, August 3, 2018, November 9, 2018 and February 12, 2019. For further details, please refer report on Corporate Governance of this Annual Report.

18. AUDITORS AND AUDITORS REPORT

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

a. Statutory Auditors

Under Section 139 of the Companies Act, 2013 and the rules made thereunder, it is mandatory to rotate the Statutory Auditors on completion of the maximum term permitted under the provisions of the Companies Act, 2013. Pursuant to the said requirement of the Companies Act, 2013 MSKA & Associates, Chartered Accountants, Hyderabad (FRN: I05047W) was re-appointed as the Statutory Auditors of the Company in 11th AGM held on 29th September, 2018 upto the conclusion of the Thirteenth AGM to be conducted in the year 2020. The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on 7th May, 2018.

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

During the year under review, the Auditors Report does not contain any qualification, reservation or adverse remark. No frauds have been reported by the auditors in terms of Section 143(12) of the Act. The Statutory Auditor have laid out emphasis of matter with regard to financial results which indicates that the Company has incurred loss during the year ended March 31, 2019. However, the Company has favourable cash inflows from its operations and a positive networth. These cash flows are not sufficient to repay its bank borrowings and the related finance costs. These conditions indicate the existence of material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern. As stated in aforesaid note, in view of the Companys plan to restructure the loan subject to Banks approval and the Companys efforts to raise additional funds, the consolidated Ind AS financial statements of the Company have been prepared on a going concern basis.

b. Secretarial Auditors

Mr. R. Ramakrishna Gupta of PI & Associates, Practicing Company Secretaries, New Delhi, was appointed by the Board to conduct the secretarial audit of the Company for the financial year 2018 -19, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report forms part of the Annual Report as Annexure VI to the Boards report.

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

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

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

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

Explanation: The Company shall ensure that going forward it shall file the Annual Performance report within the timelines.

19. COMMITTEES

The Board has formed the following Committees:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Corporate Social Responsibility Committee

(iv) Stakeholders Relationship Committee

The details of the membership and attendance of the meetings of the above Committees of the Board are included in the Corporate Governance Report, which forms part of this report.

20. VIGIL MECHANISM

As part of our corporate governance practices, the Company has formulated a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and SEBI (LODR) Regulations, 2015. The whistle blower policy may be accessed on the Companys website www.dqentertainment.com.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has duly complied with the provision of section 186 of the Companies Act, 2013 and Rules made thereunder. The particulars of loans, guarantees and investments have been disclosed in the financial statements.

22. DEPOSITS

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

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

(i) Energy Conservation: The operations of the Company involve low energy consumption. The Company has undertaken various energy efficient practices to conserve energy and strengthened the Companys commitment towards becoming an environment friendly organisation.

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

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

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

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

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

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

Foreign Exchange Earnings and Outgo:

Particulars	For the year ended 31March19	For the year ended 31March18
Earnings in Foreign Currency
Income from production	799,801,636	938,728,707
Other income	5,731,962	5,376,128
Distribution Income	10,597,938	13,598,631
Expenditure in Foreign Exchange
(Subject to deduction of tax where applicable)
Overseas business travel	3,159,769	3,200,659
Production Expenses	1,532,960	8,941,555
Consultancy and other expenses	4,067,690	1,486,550
Financial Charges	5,809,935	7,206,741

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

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197( 12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is provided as Annexure VII to the Boards report.

The information required pursuant to Section 197(12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, in respect of the employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

25. SIGNIFICANT AND MATERIAL ORDERS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

26. MATERIAL EVENT RECORDED SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes and commitments affecting the financial position of the Company, which has occurred between the end of the financial year of the Company i.e. March 31,2019 and the date of the Directors Report.

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

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at work place, with a mechanism of lodging & redress the complaints.. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28. DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT

The following are the details that are required to be provided under Schedule V (F) of the SEBI (LODR) Regulations, 2015:

No. of Shareholders and outstanding shares in the suspense account in the beginning of the year	No. of Shareholders approached for transfer of shares during the year	No. of Shareholders to whom shares were transferred and no. of shares transferred	No. of shareholders and the no. of outstanding shares in the suspense account at the end of the year
1 shareholder and 80 shares	Nil	Nil	1 shareholder and 80 shares

29. DELISTING OF THE EQUITY SHARES OF THE COMPANY FROM NSE, RECOGNISED STOCK EXCHANGE

Your Company has been listed on the BSE Limited as well as National Stock Exchange of India Limited (NSE). There is hardly any trading of shares being done on NSE. Therefore, it is recommended to get the equity shares of the Company delisted from the platform of NSE. Hence, the matter was placed before the Board of Directors in the Board Meeting held on 9th August, 2019. The Board has approved the proposal for voluntary delisting of shares from the platform of National Stock Exchange of India Limited without giving the exit opportunity to the Shareholders as the Equity shares of the Company will continue to remain listed on BSE Limited, the Recognised Stock Exchange having nationwide trading terminals and the investors have access to trade and deal in Companys equity shares across the Country.

30. GREEN INITIATIVE

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

We encourage the other shareholders and request them to support us on this nationwide Green Initiative by registering/updating their email addresses with their Depository Participant(s) as required for receiving the notices and other documents via email.

The Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. The instructions for e-voting are provided in the Notice.

31. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by every member of the DQE family.

Place: Hyderabad	For and on behalf of the Board DQ Entertainment (International) Limited
Date: August 09, 2019	Tapaas Chakravarti
	CMD & CEO