m ENTERTAINMENT (INTERNATIONAL) LIMITED 644, Amou coIony, Rand No 3, Samara HIIIS‘ Hyderabad - 500 I134 INDIA Tel't91-40-23553726 & 27 Fax'é91-40-23552594 CIN: L921 ISTBZUUVPLEDWSES .inN“ Sememher 072019 To. The Manager (Listing) The Manager (mung). 1 ‘ Depanment 0| WNW Serum "Illailll Stock Exchange 0' India leflefl, ESE lekld “Exchange Plaza“ ‘ P J TOWEFSI Dili‘ 5,1621, Bandra v KIM; CWD‘EX ‘ Mamba—400 001 Mumbal- 400 05" ' Company Coda: 533176 (ESE) Company Code: DOE (NSE) SH MbmlSSIDH D'ANWIIREEDR Dear Sir/Madam, In due mmphanoe with ReguIanon 34 of SEBI (Liinng chIigaIcns and DIscIosure Requirements) Regulanens, 2015, please mm amused herewmI a may eIAmmaI Report 2013—19 along m We Nance 01 me 12m Annual GeneIaI Meefing eI me Company You are quuesIed In take the above infmmahun on record ThankIng you. Yours IthIuIIy \ksq W/ Sukhmani Walla (Company Secretary a Compli www qenlcvmlnment um DQ ENTERTAINMENT (INTERNATIONAL) LIMITED Annual Report - 2019 Imagination and Beyond CONTENTS Company Information 04 Board of Directors 05 Directors’ Report 07 Management’s Discussion and Analysis 35 Human Resources 43 Corporate Governance Report 46 Certificate on Corporate Governance 56 CEO & CFO Certification 56 Independent Auditors’ Report on Financial Statements 57 Financials 65 Independent Auditors’ Report on Consolidated Financial Statements 99 Consolidated Financials 104 AGM Notice 138 Form of proxy 145 COMPANY INFORMATION DIRECTORS Tapaas Chakravarti Chairman, Managing Director and Chief Executive Officer Rashida Adenwala Professional and Non – Independent Director S. Sundar Non – Executive and Independent Director B. N. Sirish Non – Executive and Independent Director Auknoor Goutam Non – Executive and Independent Director CHIEF FINANCIAL OFFICER Sanjay Choudhary COMPANY SECRETARY Sukhmani Walia REGISTERED OFFICE STATUTORY AUDITORS 644, Aurora Colony, Road No. 3, MSKA & Associates, Chartered Accountants Banjara Hills, Hyderabad – 500 034 (Formerly known as MZSK & Associates) Telephone: +91-40-23553726&27 Manbhum Jade Towers, II Floor, 6-3-1090/A/12 & 13 Fax No. +91-40-23552594 Somajiguda, Hyderabad 500 0082 Website: www.dqentertainment.com Tel: +91 40 30242999 CIN No: L92113TG2007PLC053585 REGISTRAR & SHARE TRANSFER AGENT Karvy Fintech Private Limited. Karvy Selenium Tower B, Plot No 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally Hyderabad - 500 032. Telephone: +91 40 6716 2222 Facsimile: +91 40 2300 1153 Email: [email protected] Website: www.karvyfintech.com DQ Entertainment (International) Limited COMPANY INFORMATION 4 Annual Report 2019 BOARD OF DIRECTORS TAPAAS CHAKRAVARTI CMD & CEO Tapaas Chakravarti has nearly three decades of experience in overall management of Corporate Affairs. He is the founder promoter of the Company. Tapaas began his career with Sandoz India Limited (now Novartis, a Swiss Multinational) and later joined STP Limited, an infrastructure company. Tapaas has held senior positions in Sales and Projects at Coats of India, (a British multinational). He was Head of Special Projects for Sriram Group where he developed countrywide contract manufacturing activities. Tapaas is a science graduate with Post Graduate Qualification in Business Management. He has Executive Produced from creativity to final delivery marquee brands such as The Jungle Book franchise,The New adventures of Peter Pan franchise, 5 Children & IT franchise, Robin Hood – Mischief in Sherwood,Lassie and Friends, Pinky and Perky, Twisted Whiskers, Iron Man, animated Charlie Chaplin, Little Prince and many more titles. He was able to develop strong working relationship with Disney group USA and produced number of shows of Disney namely Mickey Mouse Clubhouse, Sheriff Callie Wild West, Miles from Tomorrow Land, Puppy Dog Tales and Mickey Mouse Roadster Racers. Today, DQE’s relationship with the major broadcasters like TF-1 and Canal Plus, France; ZDF, WDR, Super RTL, Germany; DeA Kids Group and RAI TV Italy and large number of broadcasters globally including Nickelodeon and Cartoon Network has resulted into steady flow of business for DQE’s own Intellectual Properties (IP) and co-production IPs placement. He brought numerous awards to the group - Red Herring Asia top 500 and Asia top 100 companies, Ernst & Young Entrepreneur of the Year 2009, Entrepreneur of the Year 2005 from Hyderabad Chapter of Indian Management Association, his productions have 16 EMMY nominations and then finally he lifted EMMY award in 2007 for Tutenstein. DQ Entertainment was adjudged “International studio of the year” in 2012 in Cartoons on the Bay, Italy. Recently awarded the Lifetime Achievement –Hall of fame award, Los Angeles for his contribution to the growth of the animation industry in India and his global outreach efforts in animation. He is an active member of YPO (Young Presidents Organization), Hyderabad chapter. He is also an active member of Figli Del Mondo, Italy a known charitable organization for a global initiative towards rehabilitation of orphans. Also a member of AGAPE to house and educate and treat AID effected small children for last 10 years. RASHIDA ADENWALA Professional Non-Independent Director Rashida Adenwala has distinguished exposure and over two decades of experience in legal, corporate affairs, primary & secondary markets, private equity deals, corporate governance, finance & internal audit. She has been associated with DQ Entertainment since its foundation. She is founder partner of R & A Associates, a Practicing Company Secretaries firm established in 1996. She is a certified trainer on Corporate Governance from the Global Corporate Governance Forum, an initiative of the International Financial Corporation. She has been conferred with Honorary ‘IPA Proficiency Award” in the year 2014. BOARD OF DIRECTORS DQ Entertainment (International) Limited BOARD OF DIRECTORS Annual Report 2019 5 CA S.SUNDAR SRINIVASA RAGHAVAN Non-Executive Independent Director CA S.Sundar Srinivasa Raghavan is the founder-partner of the Chartered Accountant firm S Sonny Associates based in Chennai, started in 1986. A Fellow Chartered Accountant, Sundar has over twenty years of post-qualification professional practice experience to his credit. His key focus area is Statutory Audit and Internal Audit of Government Organizations,Public Sector Undertakings, Private Limited Companies apart from Public Sector and Private Sector Banks. He also has extensive exposure to Systems Audit, Credit Audit, Computer-to-Computer Link and Internet Based transaction Facility Audit. His firm is empanelled with Comptroller & Auditor General of India and RBI, among others. His firm is one of the Central Statutory Auditors of Syndicate Bank. He was Chairman of Audit Committee of Chennai Central Co-Operative Bank Ltd., Tiruvannamalai District Central Co-operative Bank Ltd., Vellore District Central Co-operative Bank Ltd., and Kancheepuram District Central Cooperative Bank Ltd. CA B.N. SIRISH Non-Executive Independent Director CA B. N. Sirish is the founder partner of the Chartered Accountant firm, Sirish & Co. based in Hyderabad, started in 1989. He has experience of more than 26 years in the profession of Chartered Accountancy. His key focus areas are Statutory audits, Internal audits, Bank Branch Audits, Direct Taxes including international taxation, Indirect Taxes, NRI taxation, Foreign Collaborations Appeals, Management Advisory Services, Start-up Mentoring, Tax retainer and assignments for Public Sector Undertakings. He has pursued Diploma course in Information Systems Audit-ISA and a Certificate course in International Taxation from the Institute of Chartered Accountants of India. He is a member of A.P. Tax Bar Association and International Fiscal Association. AUKNOOR GOUTAM Non-Executive Independent Director Auknoor Goutam has over 25 years of experience in Corporate - Leadership, Project Management, Human Resources Management, Administration, Operations, Finance, Technology adaptation, Strategy, Planning and alignment. He has pursued executive education from Harvard Business School, Stanford Business School, Indian Institute of Management, Indian School of Business and Woxsen Business School, Corporate Directorship Certification from World Council for Corporate Governance, United Kingdom, Masters in Life sciences, MBA in Finance, Bachelors in Law, PG Diploma in Television production and Diploma in professional Photography. He was awarded Professor Emeritus and Honorary Doctorate in Digital Film Technology from International University, Missouri, USA. He has nearly three decades of experience in starting up to standing out technology adaptation and implementation, in education domain in India and USA. He has pioneered e-learning technology for Medical Education Content in India with a blend of 2D and 3D Animations. DQ Entertainment (International) Limited 6 Annual Report 2019 BOARD OF DIRECTORS 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) INR in Mn Standalone Consolidated Particulars For the For the For the For the year ended year ended year ended year ended 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 Income from Production 800 939 553 616 Income from Distribution 23 20 424 186 Other Income 115 125