Dear Shareholders,
The Directors of your Company take pleasure in presenting its 26th
Annual Report on the business and operations of the Company together with financial
statements for the financial year ended the 31st March, 2023.
OPERATIONS- FINANCIALS
The summarized standalone and consolidated financial results of the
Company for the financial year ended the 31st March, 2023 as compared to the
previous year are as under:
(Rs. in Lakhs)
Corresponding figures for the previous year have been
regrouped / recast wherever |
Standalone Financial Year |
Consolidated Financial Year |
necessary to correspond to current year / year |
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
Classification |
|
|
|
|
Revenue from Operations |
3605.73 |
2662.36 |
3670.94 |
2662.36 |
Other Income |
12.51 |
15.74 |
9.80 |
15.74 |
Less: Employee Benefit Expenses |
267.80 |
201.75 |
329.15 |
201.75 |
Less: Finance Cost |
5.54 |
12.20 |
5.59 |
12.20 |
Less: Depreciation & Amortization |
58 |
62 |
61.29 |
57.22 |
Less: Other Expenses |
2929.94 |
2127.77 |
2975.98 |
2129.54 |
Profit Before Tax & Exceptional Items |
364.20 |
278.83 |
305.73 |
277.06 |
Exceptional Items |
51.15 |
17.29 |
356.87 |
17.29 |
Profit Before Tax |
415.34 |
296.12 |
356.87 |
294.35 |
Current Tax |
110.44 |
81.55 |
110.44 |
81.11 |
Past Period |
(0.34) |
1.21 |
(0.34) |
1.21 |
Deferred Tax |
5.87 |
(2.38) |
3.01 |
0.93 |
Profit After Tax |
299.38 |
215.73 |
243.77 |
211.10 |
Other Comprehensive Income |
9.92 |
17.59 |
9.92 |
17.59 |
Owners of the Company (A) |
- |
- |
256.48 |
- |
Non-Controlling Interest (B) |
- |
- |
(2.79) |
- |
Total Comprehensive Income(A+B) |
309.30 |
233.33 |
253.69 |
228.70 |
Add: Balance brought forward from previous |
554.22 |
333.11 |
549.59 |
333.11 |
years (C) |
|
|
|
|
Amount available for appropriation (A+ C) |
863.52 |
566.44 |
806.07 |
561.81 |
Appropriations: |
|
|
|
|
Less: Dividend paid on Equity Shares including |
(15.27) |
(12.22) |
(15.27) |
(12.22) |
DDT |
|
|
|
|
Balance carried to Balance Sheet |
848.24 |
554.22 |
790.80 |
549.59 |
FINANCIAL PERFORMANCE
Highlights of the Standalone Results:
Revenue from operation for the year ended 31st March, 2023
was Rs. 3605.73 Lakhs as against Rs. 2662.36 Lakhs in the corresponding last financial
year, representing an increase of 135.43% over the last financial year.
EBITDA (including other income) for the year ended 31st
March, 2023 was Rs.
420.61 Lakhs as against Rs. 348.57 Lakhs in the corresponding last
financial year, representing an increase of 120.67% over the last financial year.
PAT for the year ended 31st March, 2023 was Rs. 299.38 Lakhs
as against Rs.
215.73 Lakhs in the corresponding last financial year, representing an
increase of 138.77% over the last financial year.
Highlights of the Consolidated Results:
Revenue from operation for the year ended 31st March, 2023
was Rs. 3670.94 Lakhs as against Rs. 2662.36 Lakhs in the corresponding last financial
year, representing an increase of 137.88% over the last financial year.
EBITDA (including other income) for the year ended 31st
March, 2023 was Rs.
372.60 Lakhs as against Rs. 346.80 Lakhs in the corresponding last
financial year, representing an increase of 107.44% over the last financial year.
PAT for the year ended 31st March, 2023 was Rs. 243.77 Lakhs
as against Rs.
211.10 Lakhs in the corresponding last financial year, representing an
increase of 115.48% over the last financial year.
INDUSTRY UPDATE
The events industry market refers to the sector encompassing the
planning, organization, and management of various types of events. It includes a wide
range of events such as conferences, trade shows, exhibitions, corporate meetings,
weddings, music concerts, sports events, festivals, and more. The events industry is
growing for the last several years, the reason for its growth is that society wants to
celebrate every small and big occasion.
The global events industry is anticipated to grow tremendously by 2031,
mainly due to increasing government and company sponsorship. The global events industry is
predicted to rise at a tremendous CAGR of 13.7%, thereby garnering a revenue of $2,972.4
billion in the 2022-2031 timeframe.
The Indian Event and Exhibition Market size is expected to grow from
USD 4.75 billion in 2023 to USD 8.71 billion by 2028, at a CAGR of 12.90% during the
forecast period (2023-2028).
STATE OF COMPANY?S AFFAIRS
Detailed discussion on the state of affairs of the Company has been
covered as part of the
Management Discussion and Analysis Report (MDAR).
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented
in a separate section, forming part of the Annual Report.
DIVIDEND
The Board in its meeting held on 23rd May, 2023, recommended
a final dividend of Rs. 0.35/- per equity share for the Financial Year ended on 31st
March, 2023, subject to the approval of the shareholders at the ensuing Annual General
Meeting of the Company.
TRANSFER TO RESERVES
The Board of Directors of your company, has decided not to transfer any
amount to the Reserves for the year under review.
CONSOLIDATED FINANCIAL STATEMENTS
As per Regulation 33 of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), applicable provisions
of the Companies Act, 2013 ("Act") read with the rules issued thereunder and
Indian Accounting Standard (Ind AS)-110 on Consolidated Financial Statements, the Audited
Consolidated Financial Statement for the Financial Year ended 31st March, 2023
is provided in the Annual Report.
During the year, the Board of Directors reviewed the affairs of the
subsidiaries in accordance with Section 129(3) of the Companies Act, 2013.
SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 20,00,00,000 divided
into 2,00,00,000 Equity Shares of Rs. 10/- (Rupees Ten only) each. The Paid-up Capital of
the Company is Rs. 10,18,12,450 divided into 1,01,81,245 Equity Shares of Rs. 10/- each.
During the year under review, the Board of Directors at its meeting
held on 28th February, 2023 considered and approved the allotment of 29,00,000
(Twenty-Nine Lakh) Warrants convertible into equal number of Equity Shares of face value
of Rs. 10/- each at a price of Rs. 102/- (including premium of Rs. 92/-) for each Warrant
to Non-Promoter/Public. The Company has
UHFHLYHG_VXEVFULSWLRQ_PRQH\_HTXLYDOHQW_WR_
25% of the issue price of warrants from the respective allottees. Each
warrant is convertible into one equity share of face value of Rs. 10/- within a period of
18 months from the date of allotment of warrants.
The Company has not issued shares with differential voting rights,
sweat equity shares, nor has it granted any stock options.
DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES
During the year under review, your Company has one subsidiary viz.
MakeMeUp Private Limited & one wholly owned subsidiary viz. WedAdvisor Solutions
Private Limited.
The salient features of the financial statements of subsidiaries,
associate companies and joint ventures are given in the Statement in Form AOC-1 (Annexure
I) forming a part of the financial statement attached to this Directors? Report and
pursuant to first proviso to Sub-section (3) of Section 129 of the Act read with Rule 5 of
the Companies (Accounts) Rules, 2014
The Financial Statements, as required, of the subsidiary companies
shall be available on website of the Company at https://touchwood.in/investors
Report on the highlights of performance of Subsidiaries and their
contribution to the overall performance of the company.
Pursuant to Section 134 of the Act and Rule 8(1) of the Companies
(Accounts) Rules, 2014 the report on highlights of performance of subsidiaries and their
contribution to the overall performance of the Company is as under:
1. MakeMeUp Private Limited, India (Subsidiary)
The Company is engaged in the business of creating a platform that
connects consumers to top notch beauty professionals, products and provides access to
beauty experiences. MakeMeUp operates in the beauty & makeup industry. The brand
strives to recognize and connect the entire beauty community in a manner of business
association.
MakeMeUp has 3 verticals:
MakeMeUp beauty App MakeMeUp School of Makeup Events & Exhibitions
MakeMeUp Beauty App
MakeMeUp is a direct-to-consumer e-commerce platform that caters to the
entire beauty segment and connects consumers to top-notch make-up artists, beauty
professionals, products, events and provides access to beauty experiences.
Unlike the conventional competitor brands, MakeMeUp?s Beauty App
business model is only focused on beauty products & services comprising three
verticals namely Selling Beauty Products, Providing Beauty Services and Beauty Event
Ticket Bookings making it a marketplace for every kind of vendor who belongs to the niche.
The main motto of the platform is to create a strong community and
bring together consumers, businesses and artists from multiple backgrounds and to help
them leverage the opportunities, build their businesses, find all beauty related ideas,
gain knowledge on mastering their skills.
Beauty Products
The product segment works on drop-ship
PRGHO__ 0DNH0H8S_ RQERDUGV_ FRVPHWLF_ brands of various business sizes.
Its main focus is to work and partner with small, medium and premium Indian homegrown
brands to create a pan India consciousness for made-in-India products and uplift local
businesses.
MakeMeUp has enlisted 1500+ products from 40+ Indian Homegrown brands
till 31st March 2023.
Beauty Salon & Home Salon Appointments
The app showcases multiple salons and artists, giving the consumer an
option of either going to the salon by booking a service or getting their beauty services
done at the ease of their desired locations. The listed professionals/Salons are highly
trained and qualified.
200+ Salons and 50+ Beauty Artists are Live on the Marketplace.
Beauty Events
MakeMeUp features and gives an option to the consumer to book tickets
or register themselves to several masterclasses hosted by major artists and makeup
courses. Tickets to masterclasses and makeup courses are being sold through the platform.
The MakeMeUp android application has 10k+ app installs on Google Play
Store with 700+ ratings summing up to 4.9 stars.
MakeMeUp School of Makeup
This is an initiative undertaken by us to provide expert training &
education in the space of makeup.
With an influential mark in the beauty space, we commit to quality
learning & experience while ensuring each student has a happy and enriching experience
and also bring challenges to achieve their absolute best.
There is currently 1 branch of the school in New Delhi.
Our vision is to help individuals with interest, dedication &
passion in the world of makeup build a career/profession out of it. We offer 4 courses
that are extremely well drawn out to help our target audience learn the art of makeup,
build an expertise in their particular field of interest.
We also offer weekend courses & short duration courses that enables
us to capture and provide to a larger audience & working woman.
MakeMeUp Professional Makeup course MakeMeUp Bridal makeup course
MakeMeUp Advance Makeup course MakeMeUp Self Makeup course
We have successfully finished our 4th batch, and the 5th
batch is ongoing in New Delhi.
Shaadi Ready
Shaadi Ready is an initiative taken by us to get actively involved in
the billion-dollar wedding industry. It is one stop solution to all wedding dry salon
requirements! We help your guests achieve their party glow in quick time & by
efficient professionals.
4 projects have been successfully completed since the onset of the
initiative - in different cities like Udaipur, Jaipur & New Delhi.
Events & Exhibition
A major avenue of establishment in MakeMeUp is through events &
exhibition in the industry. We have an annual celebration called the "MakeMeUp
Festival" which is a 2-day affair and encompasses makeup, skincare, haircare,
cosmetology & artists under one roof. With numerous renowned masterclasses by experts
& influencers, the second edition of this festival happened on 17th-18th
of September, 2022 at
A-dot, Gurugram. We received a participation of 25+ brands at
exhibition, 1500+ students for masterclasses & an average footfall of 5000 -8000
people on both days.
A one-day masterclass was organized by Tamanna Roashan, an
international makeup artist from Los Angeles & of Hollywood fame in New Delhi, India
at The Ashok in March?23. The class was a very informative & enlightening session
for all attendees to learn the international standards of makeup artistry. With over 180 +
registrations & students? participation it was a smooth 1-day event. Over 20+
makeup & skincare brands participated in the manner of goody bag sponsorships &
the targets were achieved.
We are also organizing the 3rd edition of the MakeMeUp
Festival in December, 2023.
2. WedAdvisor Solutions Private Limited, India (Wholly-Owned
Subsidiary)
The Company is engaged in the business of creating a platform that aims
to streamline the disorganized wedding market by connecting vendors (located anywhere in
India) to customers. It allows vendors to showcase their offerings and boost their reach.
For customers, it is a one-stop solution, where they get all wedding related services on
one app. The Company has been incorporated on 14th January, 2022 as a wholly
owned subsidiary of Touchwood.
WedAdvisor is an Indian wedding planning website and application
designed to be a convergence point for industry players and those planning their big
celebrations.
WedAdvisor Business Verticals:
Website & Mobile Application
WedAdvisor conducts its primary operations through its website and
mobile application. The WedAdvisor platform will be providing two distinctive services to
its users- Vendors and Advisors. Through our platform, users will be able to browse and
select required vendors based on location and niche. The Wedding Space will be an intimate
virtual platform where you can curate and keep a track of everything and everyone related
to your wedding. Our application is available on iOS and Google Play Store.
Magazine
WedAdvisor magazine's inaugural issue, launched on August 24, 2022, at
the esteemed Bougie Delhi. With the captivating theme "A Piece of Art," this
debut edition intricately weaved together prevailing trends and insightful predictions.
Renowned illustrator Raghu Vyas's exceptional artwork graced our pages, elevating the
visual experience. The magazine featured accomplished actor Akansha Ranjhan Kapoor on the
cover, the magazine exudes sophistication. Fashion spreads boasted charismatic figures
like Siddhartha Tyler and influencer Nikki Mehra. WedAdvisor's inaugural issue established
as a premier source of wedding inspiration, fusing artistry and innovation for
unparalleled excellence. Approx. 600 -700 copies of our magazine were published and
distributed.
The second captivating installment of WedAdvisor magazine, launched on
March
3, 2023, this edition continued our commitment to weaving together the
finest elements of weddings and elegance. Encompassing an exhaustive array of trends,
forecasts, and indispensable insights, this issue served as a guiding light for
orchestrating opulent wedding affairs. Adorning the cover is the illustrious actress
Hansika Motwani, adding her allure to our pages. The edition also featured a captivating
fashion photoshoot with the trendsetting influencer Deeksha Khurana, bringing contemporary
style to the forefront. With its unwavering dedication to excellence, WedAdvisor's second
magazine continued to set new standards in the realm of wedding inspiration and guidance.
Approx. 800 -1000 copies of second issue were published and distributed.
WedAdvisor?s USP lies in its industry experts named Advisors. We
provide two packages- WA Packages and WA Pioneers, where users will be able to book
single/multiple and single sessions respectively. Our platform caters to the masses and
those who do not wish to spend a large chunk of their celebration budget on event and
wedding planners.
Pursuant to Regulation 16 (1) (c) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
"Listing Regulations"), a material subsidiary in a year shall be a subsidiary
whose income or net worth exceeds 10% of the consolidated income or net worth respectively
of the Company and its subsidiaries, in the immediately preceding accounting year. At
present, there is no such material subsidiary of the Company within the meaning of the
above Regulation.
DEPOSITS
During the year under review, the Company has not accepted any
deposits, thus far, within the meaning of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the
Financial Statements.
RELATED PARTY TRANSACTION
Following the provisions of Section 188(1) of the Companies Act, 2013,
all Related Party contracts / arrangements / transactions entered by the Company during
the financial year had been in the ordinary course of business and on arm?s length
basis, with Audit Committee having a domain role.
The Board of Directors brought into picture, wherever necessary and/or
obligatory. Therefore, the provision of Section 188 of the Companies Act, 2013 were not
attracted. There are no materially significant Related Party Transaction during the year
under review that would have required shareholders? approval under the Listing
Regulations made by the Company with Promoters, Directors or other designated person which
may have a potential conflict with the interest of the Company at large. Thus, disclosure
in Form AOC-2 is not required.
During the year, the Company has not entered into any contract /
arrangement / transaction with related parties, which could be considered material in
accordance with the policy of the Company on materiality of related party transactions.
Related party transactions were disclosed to the Board on regular
basis. Details of related party transactions may be referred to in Note 29 of the
Standalone Financial Statements.
All related party transactions which were entered during the Financial
Year were in the ordinary course of business and on an arm?s length basis. All the
Related Party Transactions are placed before the Audit Committee for prior approval, as
required under the Act and Listing regulations. A statement of all Related Party
Transactions is placed before the Audit Committee for its review on a quarterly basis. The
Company has not entered into material contracts or arrangements or transactions with
related parties in accordance with Section 188 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014. There were no materially significant
Related Party Transactions made by the Company during the year that would have required
shareholders? approval under the Listing Regulations. Accordingly, the disclosure of
related party transactions as required under Section 134(3)(h) of the Companies Act, 2013,
in Form AOC-2 is not applicable.
The Company has adopted policy on Related Party Transactions and can be
accessed on the Company?s website at https://touchwood.in/investor/
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments that have occurred
between the end of the financial year of the Company to which the financial statements
relate and the date of this report which may affect the financial position of the Company.
TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION &
PROTECTION FUND
In accordance with the provisions of Sections 124 and 125 of the Act
and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), dividends of a company which remain unpaid or unclaimed for
a period of seven years from the date of transfer to the Unpaid Dividend Account shall be
transferred by the Company to the Investor Education and Protection Fund
("IEPF").
During the year under review there is no amount which is required to be
transferred to the investors? education & protection fund as per the provisions
of section 125 (2) of the Companies Act, 2013.
LISTING OF SHARES
Your Company?s equity shares are listed and traded on National
Stock Exchange of India Ltd (NSE?) with ISIN INE486Y01013 & Symbol
TOUCHWOOD. The Company has paid the annual listing fee for the Financial Year 2022-2023
& 2023-2024 to the said Stock Exchanges.
CHANGE IN THE NATURE OF BUSINESS, if any
There is no material change in the nature of business during the year.
CORPORATE GOVERNANCE
Corporate governance is an ethically driven business process that is
committed to values and aimed at enhancing an organization?s brand and reputation.
This is ensured by taking ethical business decisions and conducting business with firm
commitment to values, while meeting stakeholders? expectations. Further Corporate
Governance is based on the principles of conducting the business with all integrity,
fairness and being transparent with all the transactions, making the necessary disclosures
and decisions, complying with the laws of the land, accountability and responsibility
towards the stakeholders and commitment of conducting the business in an ethical manner.
At Touchwood, it is ensured that Company?s affairs are managed in a fair and
transparent manner. This is vital to continue to gain and retain the trust of its
stakeholders.
A separate section on Corporate Governance standards followed by your
Company and the relevant disclosures, as stipulated under the Listing Regulations,
Companies Act, 2013 and Rules made thereunder, forms part of the Annual Report.
A Certificate from M/s Advitiya Vyas & Company, Practicing Company
Secretary, confirming the compliance by the Company to the conditions of Corporate
Governance as stipulated under the Listing Regulations, is annexed to this Report as
Annexure II, which forms part of the Annual Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
The Company?s policy is to maintain an optimum combination of
Executive and Non-Executive Directors on the Board. None of the director and KMP of the
Company is disqualified under the provisions of the Act or the Listing Regulations. The
composition of the Board and Key Managerial Personnel is as follows:
Mr. Manjit Singh |
Managing Director |
Mr. Vijay Arora |
Whole-Time Director |
Mrs. Jaswinder Kaur |
|
|
Executive Director |
Mrs. Priyanka Arora |
|
Mrs. Paruldeep Kaur |
|
Mr. Michael |
|
Anthony Cruz |
Non-Executive |
Mr. Manjeet Singh |
Independent |
Saini |
Directors |
Mr. Vijay Kumar |
|
Pugalia |
|
|
Chief Financial |
Mr. Dinesh Singla |
|
|
Officer |
|
Company Secretary |
Ms. Ashima Arora |
& Compliance |
|
Officer |
All the Non-Executive Independent Directors are qualified to be
appointed as such under the relevant provisions of the Companies Act, 2013 read with the
rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("the Listing Regulations") and shall not be subject to
determination for retirement of Directors by rotation. In terms of Section 149, 159, 152,
160 and other applicable provisions, if any of the Companies Act, 2013, the Independent
Directors been appointed for 5 years, are not liable to retire by rotation.
In the opinion of the Board all Independent Directors possess strong
sense of integrity and having requisite experience, qualification and expertise. For
further details, please refer Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from each Independent
Director as per the provisions of Section 149(7) of the Companies Act, 2013, that they
meet the criteria of Independence as laid down in Section 149(6) of the Companies Act,
2013 and Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015 ("the Listing
Regulations").
There has been no change in the circumstances offering their states as
independent directors of the company so as to qualify themselves to the companies act 2013
and the relevant regulations.
MEETING OF INDEPENDENT DIRECTORS
In terms of requirements under Schedule IV of the Companies Act, 2013
and Regulation
25 (3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate meeting of the Independent Directors was held on 13th
February, 2023. The Independent Directors at the meeting, inter alia, reviewed the
following:
Performance of Non-Independent Directors and Board as a whole.
Performance of the Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Director.
Assessed the quality, quantity and timeliness of flow of information
between the Company Management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.
All the Independent Directors of the Company have registered themselves
with the Indian Institute of Corporate Affairs (IICA?) towards the inclusion of
their names in the data bank and they meet the requirements of proficiency self-assessment
test. The Company has received declarations of independence in accordance with the
provisions of the Act as well as the LODR Regulations from all the Independent Directors.
MEETINGS OF THE BOARD OF DIRECTORS
Regular meetings of the Board are held to discuss and decide on various
business policies, strategies, financial matters and other businesses. The schedule of the
Board/Committee meetings to be held in the forthcoming quarter is circulated to the
Directors in advance to enable them to plan their schedule for effective participation in
the meetings.
During the year under review, Six Board Meetings were convened and the
gap between the meetings was as per the period prescribed under the Companies Act, 2013.
S. No. |
Date of Board Meeting |
Board Strength |
No. of Directors
Present |
1. |
26th May, 2022 |
8 |
6 |
|
2. |
8th August, 2022 |
8 |
7 |
|
4. |
14th |
November, |
8 |
6 |
|
2022 |
|
|
|
5. |
12th |
January, |
8 |
6 |
|
2023 |
|
|
|
6. |
13th |
February, |
8 |
8 |
|
2023 |
|
|
|
7. |
28th |
February, |
8 |
6 |
|
2023 |
|
|
|
POLICY ON DIRECTOR?S APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of Executive and
Independent Directors to maintain the independence of the Board, and separate its
functions of governance and management. As on the 31st March, 2023, the Board
consists of eight members, one of whom is Whole-Time Director, one Managing Director, two
are Executive Directors and four are Independent Directors including one woman Director.
The Board periodically evaluates the need for change in its composition and size.
The Policy of the Company on Director?s appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of Directors and other matters provided under Section 178 (3) of the
Companies Act, 2013 is adopted by the Board. The remuneration paid to the Directors is as
per the provisions of Companies Act, 2013 and the rules made thereunder. Policy for
Selection of Directors, determining Director?s Independence and Appointment and
Remuneration Policies are annexed as Annexure III.
DIRECTORS? REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER
SECTION 178 OF COMPANIES ACT, 2013
As stipulated under Section 178 of the Act and based on the
recommendation of the Nomination and Remuneration Committee, the Board has approved a
Nomination and Remuneration Policy of the Company. The
Policy documents the mechanism for appointment, cessation, evaluation
and remuneration of the Directors, Key Managerial Personnel and Senior Management of the
Company. Information on the Policy and details of the criteria for determining
qualifications, positive attributes and other matters in terms of Section 178 of the Act
are provided in the Corporate Governance Report.
INFORMATION ON BOARD MEETING PROCEDURE AND ATTENDANCE DURING THE
FINANCIAL YEAR 2022-23
The Board meetings of the Company are conducted as per the provisions
of the Act, Listing Regulations and applicable Secretarial Standards. Information as
mentioned in the Act and Schedule II to the Listing Regulations and all other material
information, as may be decided by the management, is placed for consideration of the
Board. Details on the matters to be discussed along with relevant supporting documents,
data and other information is also furnished in the form of detailed agenda to the Board
and the Committees concerned, to enable directors take critical decisions and accordingly
advise the management.
Details regarding information furnished to the Board members, number of
Committee and Board meetings held during the year along with attendance record of each
director has been disclosed in the Corporate Governance Report of the Company.
PERFORMANCE EVALUATION OF THE BOARD
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors, which includes
criteria for performance evaluation of the Non-Executive Directors and Executive
Directors.
The Board has followed the above policy for the evaluation of its
performance and that of its Committees and individual Directors including Chairman.
The Company is committed to benchmark itself with best practices and
standards in all areas including Corporate Governance. To this end, the Board has the
analytical and functional support of Committee of Directors, Audit Committee &
Nomination
& Remuneration Committee. The system brings insight &
effectiveness in to the designated areas of Corporate Governance.
COMMITTEES OF THE BOARD
Currently, the Board has Three Committees which have been established
in compliance with the requirements of the business and relevant provisions of the
applicable laws and statutes. These are:
Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship
Committee
The details with respect to the composition, terms of reference, number
of meetings held etc. of these Committees are given in the Report on Corporate Governance
which forms part of this Annual Report.
DISCLOSURE ON STATEMENT OF DEVIATION(S) OR VARIATION(S)
Pursuant to Regulation 32(1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, We hereby confirm that there has been no
deviation or variation in the use of proceeds of funds raised through Preferential
Allotment of Convertible Warrants from the objects as stated in explanatory statement to
the notice of Extra Ordinary General Meeting dated January 12, 2023.
The Board in its? meeting held on 14th August 2023,
proposed variation in terms of the objects of the preferential issue to utilize/deploy the
funds towards not only capital requirement for the growth and expansion of the business of
the subsidiary companies, but also to utilize it for Capital Expenditures for Business
Expansion, Purchase of Movable/Immovable Assets, Working Capital requirements, General
Corporate Purposes and Repayment of Loans, subject to the approval of the shareholders at
the ensuing Annual General Meeting of the Company.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING AND FAIR DISCLOSURE
OF UNPUBLISHED PRICE SENSITIVE INFORMATION
In terms of the SEBI (Prohibition of Insider Trading) Regulations,
2015, the Company has adopted a "Code of Conduct for Prohibition of Insider
Trading", the Company has also adopted a "Code of Practices and Procedure for
Fair Disclosure of Unpublished Price Sensitive Information".
The Code of Conduct for Prohibition of Insider Trading and Code of
Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information are
drawn up on the principle that the Company?s directors and employees owe a fiduciary
duty, amongst others, to the shareholders of the Company to place the interest of
shareholders above their own and conduct their personal securities transactions in a
manner that does not give rise to any conflict of interest. These codes lay down the
mechanism for ensuring timely and adequate disclosure of Unpublished Price Sensitive
Information ("UPSI") to the investor community by the Company to enable them
take informed investment decisions with regard to its securities.
The Code of Conduct for Prohibition of Insider Trading prescribes the
procedure for trading in securities of the Company and the disclosures to be made by
persons covered under the Insider Trading Policy with respect to their shareholding in the
Company, both direct and indirect.
POLICIES OF THE COMPANY
The Company is committed to high ethical standards in its business
transactions guided by its value systems. The Listing Regulations mandate formulation of
certain policies for listed companies. Accordingly, the Board of Directors has from time
to time framed and approved policies as required by the Listing Regulations as well as
under the Act. These policies are reviewed by the Board at periodic intervals.
Some of the key policies that have been adopted till date are as
follows:
S. Name of Policy No.
1. Code of Conduct Policy
2. Policy for determining Materiality of Events
3. Policy on dealing with Related Party Transaction
4. Remuneration Policy
5. Vigil Mechanism & Whistle Blower Policy
6. Stakeholders Relationship Committee Policy
7. Terms and Conditions of Appointment 8. of Independent Directors
9. Policy for Preservation of Documents
10. Criteria for payment to Non-Executive Directors 11. Code of Conduct
and Fair Disclosure for Prohibition of Insider Trading 12. Policy for determining material
subsidiaries 13. Dividend Distribution Policy
The Polices are available on the Company?s website on the link
www.touchwood.in/investor.php
BUSINESS RISK MANAGEMENT
Pursuant to Section 134 (3) (n) of the Companies Act, 2013 the Company
may constitute a Business Risk Management Committee which shall be entrusted with the
responsibility to assist the Board in:
Formulating and implementing Risk Management Policy; Overseeing and
approving the Company?s enterprise-wide risk management framework; and Overseeing
that all the risks that the Company faces such as strategic, financial, credit, market,
liquidity, property, IT, legal, regulatory, reputational, employee and other risks have
been identified and assessed and there is an adequate risk management infrastructure in
place capable of addressing those risks.
At present the Company has not identified any element of risk which may
perceptibly threaten the existence of the Company.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
With a view to familiarize the independent directors with the
Company?s operations, as required under regulation 25(7) of the SEBI Listing
Regulations, 2015, the Company held familiarization programmes for the Independent
Directors on an ongoing and continuous basis. The details of the familiarization
programmes is placed on company website https://touchwood.in/investors/
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated a comprehensive Whistle-blower Policy in
line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013,
details of which are included in Corporate Governance Report. There has been no case to
report for the FY 2022-2023, no individual was denied access to the Audit Committee for
reporting concerns, if any.
The Vigil Mechanism policy has been placed on the website of the
Company at https://touchwood.in/investor/?id=19
PREVENTION OF SEXUAL HARASSMENT
The Company has Zero tolerance towards sexual harassment at the
workplace and to this end, has adopted a policy in line with the Prevention of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
rules made thereunder, details of which are included in Corporate Governance Report. An
Internal Complaint Committee (ICC) has also been set up to redress complaint received on
sexual harassment. During the financial year under review, the ICC received no complaint
of sexual harassment.
AUDITORS & AUDITORS? REPORT
STATUTORY AUDITOR
The Statutory Auditors, M/s VSD & Associates, Chartered Accountants
(FRN No.:008726N), were re-appointed pursuant to the provisions of Sections 139, 142 of
the Act and the Rules made thereunder from the conclusion of the 25th Annual
General Meeting upto the conclusion of the 30th Annual General Meeting of the
Company, at the Annual General Meeting held on 28th September, 2022. Accordingly, they
would continue as the Statutory Auditor for the Financial Year 2023-24.
The Auditors? Reports for the financial year 2022-23, including
the one on Internal Financial Controls are self-explanatory and does not carry any
observation/ qualification/adverse remarks etc. or infirmity in the Company?s
affairs.
SECRETARIAL AUDITORS
The Board of Directors, pursuant to the provisions of Section 204 of
the Companies Act, 2013, appointed M/s Advitiya Vyas & Company, Practicing Company
Secretary, as the Secretarial Auditor of the Company, to carry out the Secretarial Audit
for the Financial Year 2023-24.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report, issued by the Secretarial Auditor in Form No.
MR-3 forms part of this Report and is annexed herewith as Annexure IV.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
INTERNAL AUDITORS
The board on the recommendation of audit committee approved the
appointment of M/s AAVN & Associates, Chartered Accountants, (FRN No. 013224C),
Internal Auditors, for conducting the internal audit of the company for the Financial Year
2023-2024.
INTERNAL CONTROL SYSTEMS AND ADEQUACY THEREOF
The Company?s internal control systems as laid down to
commensurate with the nature of its business, the size and the complexity of its
operations. These are tested and certified by Statutory as well as Internal Auditors and
cover all factories and key areas of business. Significant audit observations and follow
up action thereon are reported to the Audit Committee. The Audit Committee, as aforesaid,
reviews adequacy and effectiveness of the Company?s internal control environment and
monitors the implementation of audit recommendations.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
A Statement containing Particulars of Employees as required under
Section 197(12) read with Rule 5(1) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 is annexed in Annexure- V.
Further pursuant to the provision to Section 136(1) of the Companies
Act 2013 read with the Rule 5(2) of the companies (Appointment
& Remuneration of Managerial Personnel) Rules 2014, will be sent to
the members of the Company on request.
ANNUAL RETURN
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return (Form MGT-7) for the financial year ended March 31, 2023, is available
on the Company?s website and can be accessed at https://touchwood.in/investor/?id=26
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 your
Company.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND 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 is engaged in the service sector of Entertainment Business and is
not involved in any manufacturing activity. Foreign exchange earnings of the Company are
Rs. 240.34 lakhs and outgo is nil.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Provisions of Business Responsibility and Sustainability Report (BRSR)
pursuant to Regulation 34(2)(f) of the Listing Regulations is not applicable on your
Company.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR
There is no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016, during the financial year 2022-23.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS IN
FUTURE
There was no significant and material order passed by the regulators or
Courts or
Tribunals impacting the going concern status and Company?s
operations in future.
SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF
INDIA (ICSI)
The Directors state that applicable Secretarial Standards have been
followed during the financial year 2022-23.
FRAUD REPORTING
During the year under review, no fraud has been reported by Auditors
under sub-section (12) of Section 143 of the Companies Act, 2013.
CAUTIONARY STATEMENT
Statements in the Annual Report, including those which relate to
Management Discussion and Analysis, describing the Company?s objectives, projections,
estimates and expectations, may constitute forward looking statements? within
the meaning of applicable laws and regulations. Although the expectations are based on
reasonable assumptions, the actual results might differ.
DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of Companies Act, 2013,
your Directors state that:
__ In the preparation of annual accounts for the year ended the 31st
March, 2023, the applicable accounting standards read with requirements set out
under Schedule III to the Act, have been followed along with proper explanation relating
to material departures;
__ The Directors have selected such accounting policies and applied
them
FRQVLVWHQWO\_ DQG_ PDGH_ MXGJPHQWV_ DQG_ 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 the 31st March, 2023 and of the Profit of the Company for the year ended on
that date;
3. The Directors have taken proper and sufficient care 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, and
4. The Directors have prepared the annual accounts on a going concern
basis.
5. The Directors have laid down Internal Financial Controls to be
followed by the Company have been laid down and that such internal financial controls are
adequate and operating effectively; and
6. The Directors have devised proper systems to ensure compliance with
the provisions of all the applicable laws and that such Systems are adequate and operating
effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory and secretarial auditors and external consultants, including the audit of
internal financial controls over financial reporting by the statutory auditors and the
reviews performed by management and the relevant board committees, including the audit
committee, the Board is of the opinion that the Company?s internal financial controls
were adequate and effective during FY 2022-2023.
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT
PERSONNEL WITH THE COMPANY?S CODE OF CONDUCT:
The Code of Conduct of the Company aims at ensuring consistent
standards of conduct and ethical business practices across the Company. This Code is
available on the website of the Company at https://touchwood.in/
Pursuant to the Listing Regulations, a confirmation from the Managing
Director regarding compliance with the Code by all the Directors and senior management of
the Company is given in Annexure VI.
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.
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For and on behalf of the Board of Directors |
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Touchwood Entertainment Limited |
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Vijay Arora |
Manjit Singh |
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Whole-Time Director |
Chairman & Managing Director |
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DIN: 00996193 |
DIN: 00996149 |
Place: New Delhi |
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Date: September 1, 2023 |
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