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Touchwood Entertainment Ltd.

BSE: 0 | NSE: TOUCHWOOD |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE486Y01013 | SECTOR: Media & Entertainment

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Annual Report

For Year :
2019 2018

Director’s Report

To, The Members, Touchwood Entertainment Limited

The Directors have pleasure in presenting the Twenty Second Annual Report of your company along with the Audited Financial Statements for the Financial Year ended on 31st March, 2019. Further, in compliance with the Companies Act, 2013 the company has made all requisite disclosures in the Board Report with the objective of accountability and transparency in its operations and to make you aware about its performance and future perspective.

1. FINANCIAL RESULTS

The Company’s performance during the financial year ended March 31,2019 as compared to the previous financial year is summarized as below:

(Amount)

Current Year ended

Previous Year Ended

31/03/2019

31/03/2018

Revenue from Operations

32,27,76,272.86

18,10,72,274.73

Other Income

47,62,529.21

5,73,029.30

Less: Finance Cost

7,32,038.51

12,04,747.31

Less: Depreciation & Amortization

62,90,265.00

4,492,684.18

Less: Other Expenses

27,80,00,695.54

1,50,641,521.29

Profit Before Tax & Exceptional Items

4,25,15,805.02

2,53,06,351.25

Exceptional Items

-11,90,276.74

43,82,570.06

Profit Before Tax

4,37,06,081.76

2,09,23,781.19

Current Tax

1,32,93,903.00

68,54,705.00

Past Period

4,23,941.00

2,51,177.00

Deferred Tax

-10,08,616.04

-12,71,099.02

Profit After Tax

^^^^3,09,96,853.80

1,50,88,998.21

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 FY 18.

- EBITDA including other income grew by 91% to Rs.507 Lakhs FY19 Vs Rs.266 Lakhs in 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. The management of the company is making its sincere efforts to increase the volume of business in their best efficient manner.

3. DIVIDEND

The Board has recommended Final Dividend of Rs. 2 per share on paid up equity share capital 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.7,84,38,792.52 /- (Rupees Seven Crores Eighty Four Lakhs Thirty Eight Thousand Seven Hundred Ninety Two Decimal Five Two) as Reserves and 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

1,79,09,708.32

2.

Current year’s profit

3,09,96,853.80

3.

Amount of Securities Premium

2,95,32,230.40

Total

7,84,38,792.52

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL 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 of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, 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 Floor Aruna Asaf Ali Road Opposite Fortis Hospital, Kishangarh, Vasant Kunj, South Delhi, New Delhi-110070 to Plot No 645, Near EPT Block, Sarojini Nagar, New Delhi-110023 on 18th April, 2018.

10. DETAILS OF SUBSIDIARY I JOINT VENTURE I ASSOCIATE COMPANIES

As on 31st March, 2019, the Company does not have any subsidiary or joint venture 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 Article of Association of the Company, Mrs. Jaswinder Kaur, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Board of Directors recommends her re-appointment.

Declaration by Independent Directors

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under Section 149 of the Companies Act 2013 and Regulation 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company’s code of 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 the composition 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 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time 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

Attendance of 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. The Stakeholders Relationship Committee met 1 time during the Financial Year ended March 31, 2019. The Nomination and Remuneration Committee met 2 time during the Financial Year ended March 31, 2019. Members of the Committees discussed the matter placed and contributed their valuable inputs on the matters brought before the meetings.

Additionally, during the financial year ended March 31, 2019 the Independent Directors held a separate meeting on 15th March, 2019 in compliance with the requirements 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 Remuneration Committee, Stakeholders Relationship Committee which has been established as a part of the better corporate governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes. The Board of Directors in their meeting held on 18th April, 2018 dissolves the Initial Public Offer Committee as the purpose of its formation has been fulfilled:

I. Audit Committee:

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

During the year under review, meeting of Audit Committee were held on 18th April, 2018, 25th May, 2018, 4th July, 2018, 30th July, 2018, 30th October, 2018, 5th November, 2018 and 15th March, 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 were approved by the Board.

II. Composition of Nomination & Remuneration Committee

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

During the year under review, meeting of Nomination & Remuneration Committee was held on 30th July, 2018 and 15h March, 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.

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 has been disclosed . under Annexure 5

III. Composition of Stakeholder Relationship Committee

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

During the year under review, meeting of Stakeholder Relationship Committee was held on 15th March, 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.

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, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committee, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including Chairman) was also evaluated by the independent directors at the separate meeting held of the Independent Directors of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility pursuant to the provisions of the Section 135 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, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

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

18. RISK MANAGEMENT

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

The development and implementation of risk management has been covered in the Management 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 under Section 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, Chartered Accountants (Firm s Registration No.: 008726N), New Delhi as Statutory Auditors of the Company for the period of 5 years commencing from the Financial Year 2017-18 to 2021-22 in 21st Annual General Meeting held on 4th August, 2018.

SECRETARIAL AUDITORS

As required under provisions of Section 204 of the Companies Act, 2013 and Rules framed thereunder, the Board has appointed the Secretarial Auditors of the Company, M/s Advitiya Vyas & Company, Practicing Company Secretaries, for conducting the Secretarial Audit for the FY 2018-19.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the financial year ended on March 31, 2019 is attached to the Director’s Report as Annexure-3.The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXPLANATION OR COMMENTS ON QUALIFICATION, RESERVATIONS OR ADVERSE REMARKS IN STATUTORY AUDITORS REPORT AND PRACTICING COMPANY

SECRETARY’S REPORT

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

INTERNAL AUDIT

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, your Company has appointed M/s. H M D S N & Associates, Chartered Accountants, as the Internal Auditors of the Company for Financial year 2018-19 and takes their suggestions and recommendations to improve and strengthen the internal control systems.

21. COMPLIANCE WITH SECRETARIAL STANDARDS

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

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

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

Your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up a Committee for implementation of said policy. During the year Company 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 has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis 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 the Annual 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 of Section 92(3), Section 134(3) of the Companies Act 2013 is annexed with the Board’s Report as Annexure-1.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFFERRED TO IN SUB SECTION 1 OF SECTION 188

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in ordinary course of Business on arms’ length basis. Details of the transactions pursuant to compliance of section 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 related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to the Financial Statement.

27. PARTICULARS OF EMPLOYEES AND REMUNERATION

The Company has no employee, who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 10,2,00,000/- per annum and hence the Company is not required to give information under Sub rule 2 and 3 of Rule 5 of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the following details form part of Annexure 6 and Annexure 7 to the Board Report;

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

- Disclosure under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) 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 Members, Managerial Personnel and for Senior Management Employees of the Company. This Code has been posted on the Company’s website at http://www.touchwood.in/pdf/CODE%20OF%20CONDUCT.pdf. All the Board Members and Senior Management Personnel have affirmed compliance with this Code.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and has been uploaded on the website of the Company at following web link: 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 governance practices and is committed to transparency in all its dealings. However the Company is listed on Emerge SME platform of National Stock Exchange, by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements), Regulation, 2015, the compliance with 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 are not applicable to the Company. Hence Corporate Governance Report does not form part of this Board Report.

31. NON -DISQUALIFICATION OF DIRECTORS

All the directors of the Company are non-disqualified and certificate for the same from 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 policy of 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 on www.touchwood.in.

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

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

34. PARTICULAR S REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS A ND OUTGO

The disclosures required to be made under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption are not applicable to the Company as the Company being engaged in the service sector of Entertainment Business neither involved in any manufacturing processing and foreign exchange earnings of the Company are Rs. 1,10,23,469/- and outgo are Rs.2,73,70,000/-.

35. DIRECTOR’S RESPONSIBILITY STATEMENT

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

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

2. The Directors had selected such accounting policies have been selected and applied consistently and the Directors 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 on March 31, 2019 and of the profits of the Company for the year ended on that date;

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

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

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

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

36. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION

Registrar and Share Transfer Agent:

M/s Skyline Financial Services Private Limited D-153, A, Ist Floor Okhla Industrial Area, Phase -I New Delhi-110020.

Telephone Numbers:

01140450193 Fax Number:

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 the Clients, Customers and Shareholders of the Company for their trust and patronage, as well as to the Bankers, Securities and Exchange Board of India, National Stock Exchange, Government of India and other Regulatory Authorities for their continued co-operation, support and guidance.

By Order of the Board of Directors

For Touchwood Entertainment Limited

Manjit Singh

Chairman & Managing Director

DIN : 00996149

Director’s Report