DIRECTORS’ REPORT

To,

The Members,

The Directors have pleasure in presenting their Eleventh 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, 2018.

1. FINANCIAL RESULTS

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

INR in Mn

*Standalone: Profit before tax and Profit after tax includes the exceptional item by way of notional foreign exchange of approximately INR 53.18 Mn for the period ended 31st March 2018 (2017: INR (105.75) Mn). Also, includes Bad debts written off worth Rs. 2.15 Mn. (2017: 17.25 Mn).

*Consolidated: Profit before tax and Profit after tax includes the exceptional item by way of notional foreign exchange of approximately INR 803.90 Mn for the period ended 31st March 2018 (2017: INR (363.07) Mn). Also, includes Bad debts written off worth Rs. 4.46 Mn. (2017: 545.61 Mn).

After adjustment of the notional loss and gain as well as the bad debts written off, the profit before tax and profit after tax is as under for the consolidated financials:

INR in Mn

2. PERFORMANCE AND OPERATIONS

Your Company has witnessed a complete business cycle. It has grown and expanded since 2003 until 2011 which was the golden period for the Company. However, in the year 2012, the Company got adversely impacted on account of the last worldwide recession cycle which extended over 4 years. This was a depression phase for the Company where some of our large customers did not commence any new production as a result of which we had to source work from smaller production studios in order to ensure capacity utilization of our large manpower. Unfortunately, due to the extended recessionary period these smaller production houses could not sustain themselves and were not able to pay our dues. This resulted in steep increase in our debtors and we suffered severe financial crisis. In fact, a number of companies in our domain, globally, had to close down their operations. Your Company could sustain itself because of its foresightedness to get into own content development which helped us through these very stressful times.

Slowly from 2016, the Company has been able to redefine and rewrite the future after four years of downtrend and is on the path to recovery. The Company has emerged much stronger and now cautiously does business with particular clients who are capable enough to pay our dues on time. 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.

The financial year 2018 has been a significant progressing year in terms of all growth aspects and your Directors are quite hopeful to achieve new milestones of achievement in the years to come. Your Company has a strong order book of production for the next two to three years and also has strong growth plans on the licensing and merchandising front.

Operational Highlights for the FY 2017-18:

Animation:

- Third season of our flagship property, The Jungle Book is in production as a result of the demand from the broadcasters after a successful run of season 1 & 2. The entire season is planned to be delivered by end of 2018.

- DQE’s new IP, 5 & IT "The Psammy Show” (52x11’) TV series co-produced by Disney, Germany, Disney, France and Method Animation France, is now in production. The entire series is planned to be delivered by third quarter of FY 2018-19.

- Our very first Digital 90 min movie, "Peterpan - The quest for the Never Book” has been completed and is very well received by the distributors globally. We have succeeded to sell the movie for theatrical release in North America, Latin America, Middle East and North Africa, South Korea, Japan, Vietnam, Russia and CIS countries, Hungary and other European and ASEAN countries as well.

- Another own new IP "Toadlly Awesome” is in development stage and will go into production soon.

- Second Season of Robin Hood is being co-produced with Method Animation, France, as Robin Hood season 1, saw great success in the market in more than 130 countries.

- Disney Projects: Puppy Dog Pals - season I has been completed and season II is in production. Similarly, Mickey Mouse and the Roadster Racers (MRR) - season I has been completed and season II is in production. Miles from Tomorrow land - season

III has been completed and successfully delivered worldwide and Doc McStuffins - season V is in production. Couple of new projects from Disney is in the development stage and are expected to go into production soon.

- Co-production contracts: Miraculous Lady Bug

- season III and Power Players - season I are in production stage with Method Animation and Zagtoons. Further, Season II of 7D & Me - produced by Method Animation and supported by DQE, ZDF, RAI and France TV a hybrid show combining high quality CGI with live action footage is in production as season I was well received by the distributors.

- Other projects completed: Super 4 - season II based on Playmobil Toy with Method Animation, France and Zak Storm- TV series - season I by Zag Toons in co-production with Method Animation has been completed and successfully delivered worldwide.

- Projects in development stage: Pio the Chick TV series, an adaptation from Pulcino Pio (the hugely successful online musical sensation) with Rai Commercial, Italy in partnership with DQE, Italian producer Gruppo Alcuni and Planeta Jr, Spain. Ghost Force and Pixie Girl are the two major projects which will go into production soon.

Distribution:

- DQE’s Distribution and Licensing division has been quite actively working towards the distribution of our new and existing IP’s.

- 5&IT - The Psammy Show : Disney Germany and Disney France are on board as broadcast partners for the TV series while a discussion is ongoing with Disney EMEA, Disney ASIA and LAT AM for around 118 countries. Also there are huge merchandising opportunities once the world wide broadcasting deals are executed.

- Jungle book season 3 is widely being distributed around the world and is already committed by broadcasters who acquired the season 1 and 2 from us for more than 160 countries.

- Robin Hood season 1, saw great success in the market in more than 130 countries and has great ratings everywhere. The second season, which is currently in production is being distributed at the moment and our team is very confident of closing many distribution deals soon.

- The Company has signed an exclusive deal with Chiliad Procons to launch Jungle Book themed indoor theme parks across India. The Jungle Book TV series would be the franchise’s first global expansion via India that will debut in Mumbai in 2018, Delhi in 2019 and further expand across major metro cities over the next few years. The Park will have a unique touch to it; its rides would be mostly inspired by The Jungle Book tales and its culture.

- The Company has recently signed Music Publishing deal with one of the well renowned Music Company i.e, Universal Music for three of its major IPs namely, Jungle Book Season III, 5 & IT "The Psammy Show” and Toadlly Awesome.

- 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.

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 2017 -18.

4. SHARE CAPITAL

The authorized share capital of the Company as on 31st March, 2018 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. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s 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 is the wholly owned subsidiary of the Company in Ireland. DQ Entertainment USA, LLC 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 is a Joint Venture between DQ Entertainment (International) Limited and DQ Entertainment Plc, which was formed for the production and distribution of the Jungle Book Feature Film. The sharing ratio of DQE Plc is 60% and DQE India is 40% in the JV. The objective to form the JV was to benefit from the synergies of both the companies and to ensure that the interests of all the stakeholders are aligned.

There are no associate companies of DQE India within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). Method Animation S.A.S. is an associate company of DQ Entertainment (Mauritius) Limited, the Holding Company.

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 Board’s Report as Annexure- I.

Business highlights of DQ Entertainment (Ireland) Limited (“DQE Ireland”)

DQ Entertainment (Ireland) Limited is engaged in the business of content development including all production activities for animation and live action for TV series, home video and various other media. During the FY 2017-18, it has achieved a turnover of Rs. 165.82 Mn. Further, DQE Ireland has incurred of loss of Rs. 155.45 Mn. Primary reason for the loss is the huge finance cost payable to the Bond holders. However, the Company has a positive operating profit. Your Company is quite hopeful for DQE Ireland in the years to come.

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, 2018, 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, 2018 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 arm’s 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 I34(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 INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year, application money of Rs. 3,29,920/-(Rupees Three lakhs twenty nine thousand nine hundred and twenty only) lying as unpaid/unclaimed for seven years was transferred to Investor 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.

Further, investor wise details of the unclaimed amount were uploaded on IEPF portal. Investors whose money has been transferred to IEPF can now claim their money from the IEPF authority by following the refund procedure as detailed on the website of IEPF Authority www.iepf.gov.in.

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 Company’s 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 Company’s 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, 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 company’s 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 and

- assuring business growth with financial stability.

The Risk Management Policy was reviewed and approved by the Audit Committee. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

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 Management’s 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. Annie Jodhani as Company Secretary and Compliance Officer of the Company w.e.f. June 6, 2017.

Further, the Board based on the recommendation of the Nomination and Remuneration Committee approved the appointment of senior management personnel namely, Mr. Manoj Mishra as Chief Operating Officer w.e.f June 1, 2017 and Mr. C.S. Rajaram as President

- Global Productions w.e.f June 4, 2018.

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

There were no resignations of the Directors or Key Managerial Person during the year under review.

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 as the evaluation 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 non-executive 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 Company’s 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 2017-18. These Board meetings were held on May 30, 2017 which was adjourned to June 6, 2017 due to lack of quorum, August 11, 2017, December 8, 2017 and February 14, 2018. For further details, please refer report on Corporate Governance of this Annual Report.

18. AUDITORS AND AUDITORS’ REPORT

a. Statutory Auditors

The present term of office of the statutory auditor of the Company, namely, M/s. MSKA & Associates., Chartered Accountants (Formerly known as MZSK & Associates, Chartered Accountants) expires at the conclusion of the ensuing Annual General Meeting (AGM); however the audit firm is eligible for re-appointment.

The re-appointment of MSKA & Associates., Chartered Accountants, as recommended by the Audit Committee and approved by the Board, is proposed for another term of three years i.e. from the conclusion of the Eleventh AGM upto the conclusion of the Fourteenth AGM to be conducted in the year 2021, thus completing the aggregate period of 10 years as per the provisions of Companies Act, 2013.

M/s. MSKA & Associates., Chartered Accountants has confirmed their eligibility under Section 141 of the Companies Act, 2013 and the rules framed thereunder for re-appointment as Auditors of the Company. The appointment is accordingly proposed in the Notice of the forthcoming AGM vide item no. 3.

The Board has placed on record its sincere appreciation for the services rendered by M/s MSKA & Associates., Chartered Accountants, as Statutory Auditors of the Company.

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 Auditors have laid out emphasis of matter with regard to carrying value of intangible assets and carrying value of investment in wholly owned subsidiary (DQ Entertainment (Ireland) Limited).

The Auditors have mentioned in its report regarding the irregular deposit of statutory dues with the appropriate authorities. The Board explained that due to paucity of funds, dues could not be paid regularly and now all efforts are made to deposit the dues regularly on time with the appropriate authorities.

b. Secretarial Auditors

Mr. R. Ramakrishna Gupta of M/s. PI & Associates, Practicing Company Secretaries, New Delhi, was appointed by the Board to conduct the secretarial audit of the Company for the financial year 2017 -18, 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 Board’s report.

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

a) There was a delay in submitting the financial results to BSE limited and National Stock Exchange of India Ltd (NSE) for the quarter and financial year ended 31st March, 2017. The Company has submitted the financial results on 6th June, 2017 as against the due date of 30th May, 2017 prescribed under regulation 33 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. The company has been imposed a penally of Rs. 35,000 (Thirty Five Thousand only) by NSE, and the same has been paid by the company.

Explanation: The Company shall ensure that going forward, Audit Committee and Board meeting for considering and approving the quarterly results shall be conducted within the timelines as prescribed in the SEBI (LODR) Regulations, 2015.

b) The company has not published newspaper Advertisement/information in English language national daily newspaper for the adjourned Board Meeting held on 6th June, 2017 for approving the Financial Statements for the quarter and financial year ended 31st March, 2017 as required under regulation 47 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

Explanation: The Company shall ensure that going forward, utmost care shall be taken to publish the required information both in English language national daily newspaper and vernacular language daily newspaper.

c) There are 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 shall be submitted within the due date.

d) There are instances of delays in filing of Softex forms with Software Technology Park of India (STPI).

Explanation: The Company shall ensure that going forward the Softex forms shall be filed with STPI within the due dates.

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 Company’s 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

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are given hereunder:

(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 Company’s commitment towards becoming an environment friendly organization.

(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 quant unit in

(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.

(iv) Foreign Exchange Earnings and Outgo:

Amt. in INR

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 Board’s 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 up to 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. GOING CONCERN

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s 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, 2018 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 the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. 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:

29. GREEN INITIATIVE

Electronic copies of the Annual Report 2017 -18 and Notice of the 11th 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 2018 and the Notice of the 11th 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.

30. 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.

Hyd_erab_ad For and on behalf of the Board

August 03, 2018 Entertainment (International) Limited

Tapaas Chakravarti

CMD & CEO