Encash Entertainment Ltd Directors Report.

To,

The Members

Your Directors have pleasure in presenting the Eleventh Annual Report of your Company along with Audited Statement of Accounts for the financial year ended 31st March, 2019.

FINANCIAL SUMMARY OF THE COMPANY

The Financial Performance of your Company for the year ended 31st March, 2019 is summarized below : (Amount in Rs. Lacs)

Particulars 31st March, 2019 31st March, 2018
Total Revenue 534.49 222.76
Profit before finance charges, Tax 2.69 21.57
Less: Finance Charges 1.04 1.56
Profit before Tax, Depreciation/Amortization (PBTDA) 1.64 20.02
Less: Depreciation/Amortization 20.46 18.60
Profit before Tax (PBT) -18.82 1.42
Provision for Taxation -1.32 1.09
Profit/(Loss) After Taxation (PAT) -17.50 0.32
Provision for Proposed Dividend 0.00 0.00
Dividend Tax 0.00 0.00
Transfer to Statutory Reserve u/s 45-IC of RBI Act 1934 0.00 0.00
Transfer to General Reserve 0.00 0.00

REVIEW OF OPERATION

During the year management of the Company has been taking necessary steps for exploiting the stock of film rights and other Internet rights. However the steps have not fructified generating any revenue

MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position of the company, which have occurred since 31st March, 2019, being the end of the Financial Year of the Company to which financial statements relate and date of the report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no unclaimed dividend amount which is required to be transferred.

CHANGES IN ACCOUNTING POLICY

There is no change in accounting policy during the year.

DIVIDEND & RESERVES

In view of the planned business growth, the directors are unable to recommend dividend for the year under review, nor do they propose to carry any amount to reserves.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Your Company has neither a Subsidiary Company nor a Joint Venture Company during the year under review. Associate companies details are as under :

Name of the Company % shareholding of EEL Status
Encash Securities Ltd 25.69% Associate

DEPOSITS

During the year the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March, 2019 stood at Rs. 3,89,64,960. The Company has not during the year under report issued any shares with or without differential voting rights, granted stock options or issued sweat equity shares.

SIGNIFICANT AND MATERIALS ORDERS PASSED BY THE REGULATORS OR COURT TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There are no significant materials orders passed by the Regulators/ Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has policy for Internal Financial Control System, commensurate with the size, scale and complexity of its operations. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The scope and authority of the Internal Audit function is defined in the internal financial control policy. The Internal Auditor monitors and evaluates the efficiency and adequacy of Internal Financial control system in the company, its compliance with operating systems, accounting procedures and policies. To maintain its objectivity and independence, the internal auditor reports to the Chairman of the Audit Committee of the Board, the internal audit report on quarterly basis and same are reviewed by the committee. The observation and comments of the Audit Committee are placed before the board.

The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

DIRECTORS :

Your Board comprises of 4 Directors including 2 Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the Financial Year 2018-2019 your Board met 4 (four) times details of which are available in Corporate Governance Report annexed to this report.

KEY MANAGERIAL PERSONNEL

The following employees were designated as whole-time key managerial personnel by Board of Directors during the year 2018-19, pursuant to section 203 of Companies Act 2013 and rules made thereon :

1. Mr. Sachet Saraf Managing Director
2. Ms. Hardika Pancholi Company Secretary & Compliance Officer
3. Ms. Suman Saraf Chief Financial Officer

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to requirements under section 134(5) of the Companies Act, 2013 the Board, to the best of its knowledge and belief, confirms that :

(i) The applicable accounting standards have been followed in preparation of annual accounts for the financial year ended 31st March, 2019 and proper explanations have been furnished relating to material departures;

(ii) Accounting policies have been selected and applied consistently and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of profit and loss of the Company for the year under review;

(iii) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts for the financial year ended 31st March, 2019 have been prepared on a going concern basis;

(v) Internal financial controls are in place and that such financial controls are operating effectively;

(vi) Adequate systems to ensure compliance with the provisions of all applicable laws are in place and are operating effectively.

NUMBER OF MEETINGS OF THE BOARD

The company has duly complied with the section 173 of the Companies Act 2013. During the year under review, 4(four) meetings of the Board were convened and held. The maximum interval between any two meetings did not exceed 120 days. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the view of executive directors and non-executive director.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of 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 the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

BOARD COMMITTES

During the period under review, the Board of Directors has following committees :

(a) The Audit Committee

(b) The Nomination and Remuneration Committee

(c) The Stakeholders Relationship Committee

The details of the above mentioned committees have been disclosed separately in the Corporate Governance Report which is annexed to and forms a part of this Annual Report.

NOMINATION & REMUNERATION POLICY

In accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, the Board of Director of the Company on recommendation of the Nomination & Remuneration Committee have adopted the criteria for determination of qualification, positive attributes and independence of Directors, Remuneration of Senior Management Personnel(including Key Management Personnel) and Remuneration of Other Employees. The above mentioned criteria and Policies are available at www.encashentertainment.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment and unfair treatment. The company has adopted a Whistle Blower policy to establish a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or ethics policy.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports 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 up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

CEO AND CFO CERTIFICATION

In accordance with the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and Chief Financial Officer of the Company has submitted a certificate for the year ended 31st March, 2019 to the Board of Directors.

AUDITORS :

STATUTORY AUDITORS

The Statutory Auditors M/s J N Agarwal & Co., Chartered Accountants, Kolkata, having Firm Registration No 325111E, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

Your Company has received confirmation from the Auditors to the effect that their re-appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointment Mrs. Manjula Poddar, a Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith.

INTERNAL AUDITOR

Pursuant to the provision of section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 the Company has appointed Mr. Samit Kumar Baid to undertake the Internal Audit of the Company for the F.Y. 2018-19. There stood no adverse finding & reporting by the Internal Auditor in the Internal Audit Report for the year ended 31st March, 2019.

AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT

As regard the observation of the "Basis for Qualified Opinion" in the Auditor’s Report and Secretarial Auditor’s Report, the Company is under process of submitting the applicable GST returns at the earliest.

CORPORATE SOCIAL RESPONSIBILITY

The Company had not taken any initiatives on the activities of Corporate Social responsibilities as the provision relating to the same are not applicable to the company.

EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the annual return for FY 2019 is given in Annexure III in the prescribed Form No. MGT-9, which is a part of this report. The same is available on https://encashentertainment.com/investor/annual-return-18-19.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 OF THE COMPANIES ACT, 2013

As required under provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, all Independent Directors of the Company have confirmed that they meet the requisite criteria of independence.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments covered under Section 186 of Companies Act, 2013 forms the part of the Notes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is disclosed in Form No. AOC -2, as annexed herewith.

DISCLOSURE REQUIREMENT

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors’ Certificate thereon, and the Management Discussion and Analysis are attached, which forms part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Since the Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, technology absorption and foreign exchanges earning and outgo, as prescribed under the provisions of Section 134(3)(m) of the Companies Act, 2013, are not applicable.

DISCLOSURE ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT

The company has adopted the policy on redressal of Sexual and Workplace harassment as per the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013 [‘’Sexual Harassment Act’’]. The Company believes that it is the responsibility of the organization to provide an environment to its employee which is free of discrimination, intimidation and abuse and also to protect the integrity and dignity of its employees and also to avoid conflicts and disruptions in the work environment. Further there stood no cases filed during the year under review.

RISK MANAGEMENT POLICY

Your Company actively stimulates entrepreneurship throughout the organization and encourages its people to identify and seize opportunities. The current economic environment, in combination with significant growth ambitions of it, carries an evolving set of risks. Encash recognizes that these risks need to be managed to protect its customers, employees, shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. Risk and opportunity management is therefore a key element of the overall Encash strategy. This section provides an overview of the key strategic risks, Encash’s risk and control framework, and its approach to risk management.

LEGAL AND OTHER INFORMATION NOT AFFECTING GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

Your company has filed a civil suit at the Hon’ble High Court at Kolkata, against Mr Rakesh Singh and others for protection for our copyrights in respect of bengali feature film ’Ichhe’. Mr. Rakesh Singh has entered in to an agreement dated 8th June, 2011 with ourselves, assigning entire copyrights of Bengali color film ’Ichhe’. The film as released on 15th July, 2011 at several cinema halls in and around Kolkata, infringing our copyrights and violating the terms of captioned agreement. We have sought relief by restraining respondents to infringe copyrights, injunction to keep custody of negative etc., transfer of the negative etc. in our favour, injunction render accounts from exploitation of such movie and its audio rights, injunction to restraining respondent to receive any benefit from that movie, handling over the distributor’s share to our favour, court receiver to be appointed for collection etc.

Hon’ble High Court at Kolkata vide its order dated 8th September, 2011 granted an order of injunction restraining the first and second defendants from realizing or appropriating and part of the proceeds arising out of the exhibition of the cinematograph film ’Ichhe’. The third defendant is injuncted from dealing with or disposing of or encumbering or exploiting the satellite and television rights relating to the film in any manner without the previous leave of court.

Hon’ble High Court at Kolkata vide its order dated 8th September, 2011 appointed Mr. Arindam Sinha advocate as receiver for the purpose of collecting all proceeds arising out of the exhibition of the cinematograph film ’Ichhe’ from all the exhibitors (Cinema Halls).

ACKNOWLEDGEMENTS

Your Directors take the opportunity to thanks the Regulators, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the company viz. customers, members, vendors, banks and others business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution of the company.

For and on behalf of the Board of Directors
Sachet Saraf
Managing Director
Place : Kolkata DIN - 01377285
Date : 29.05.2019 Signing as per Board Resolution passed