Touchwood Entertainment Limited — Call Transcript 2021

Aug 31, 2021

Dated: 31[st] August, 2021

To, Listing Department National Stock Exchange of India Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai -400051

Symbol- TOUCHWOOD ISIN- INE486Y01013 Series- EQ

Subject: Transcript of Extraordinary General Meeting ('EGM') & Outcome

Ref: Our letter dated 9[th] August, 2021

Dear Sir/Ma’am,

In continuation to our letter dated 9[th] August, 2021, we wish to inform you that the Extraordinary General Meeting ('EGM') of the Company was held on Tuesday, the 31[st] August, 2021, at 3 P.M. through Video Conferencing ('VC")/ Other Audio Visual Means ('OAVM') and the business items [from Nos. (1) to (2)] mentioned in the notice dated the 6[th] August, 2021 of the said EGM were transacted at the said meeting.

The voting results of the Extraordinary General Meeting of the Company along with the Scrutinizer's Report will be shared shortly.

In this regard we are pleased to enclose herewith a summary of proceedings as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure -1.

The Extraordinary General Meeting of the Company was concluded at 3:30 P.M.

Kindly take the aforesaid on your record and oblige.

Thanking You,

Yours Faithfully,

For Touchwood Entertainment Limited

Ashima Arora

Company Secretary & Compliance Officer

ANNEXURE-1

SUMMARY OF THE PROCEEDINGS OF THE EXTRAORDINARY GENERAL MEETING OF THE MEMBERS OF TOUCHWOOD ENTERTAINMENT LIMITED ("THE COMPANY')

The Extraordinary General Meeting ('EGM') of the Company was held on Tuesday, the 31[st] August, 2021, at 3 P.M. through Video Conferencing ('VC")/ Other Audio-Visual Means ('OA VM').

Ms. Ashima Arora, Company Secretary & Compliance Officer welcomed all the members present and requested all the Directors, Chief Financial Officer, Statutory Auditors & Secretarial Auditors to introduce themselves.

The following Directors were present at the EGM of the Company:

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1. Mr. Manjit Singh Chairman & Managing Director
2. Mr. Vijay Arora Whole-Time Director
3. Mr. Michael Anthony Non-Executive Independent Director & Chairman of
Cruz Nomination & Remuneration Committee
4. Mr. Vijay Kumar Non-Executive Independent Director
Pugalia
5. Mr. Manjeet Singh Non-Executive Independent Director
Saini
6. Mrs. Priyanka Arora Executive Director
7. Mrs. Jaswinder Kaur Executive Director
8. Mrs. Paruldeep Kaur Non-Executive Independent Director, Chairman of Audit
Committee & Stakeholder & Relationship Committee
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Mr. Manjit Singh, Chairman & Managing Director presided over the meeting.

Ms. Ashima Arora, Company Secretary & Compliance Officer informed that in view of continuing COVID -19 pandemic, the EGM was conducted through VC / OAVM. This meeting has been convened and being conducted in accordance with the circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India (SEBI). She further informed that the Company had tied up with NSDL to provide facility for voting through remote e-voting & e-voting during the EGM and requested Mr. Manjit Singh Chairman & Managing Director to commence the formal proceedings of the Extraordinary General Meeting.

After ascertaining from Ms. Ashima Arora, Company Secretary & Compliance Officer that the requisite quorum was present, Chairman of the meeting called the meeting to order and commenced the proceedings of the Meeting.

Mr. Manjit Singh, Chairman of the meeting welcomed all the Shareholders.

Ms. Ashima Arora, Company Secretary & Compliance Officer informed the members that in compliance with the provisions of the Companies Act, 2013, Secretarial Standard-2 and SEBI (LODR) Regulations, 2015, the Remote e-voting facility was provided by the Company from Saturday, 28[th] August, 2021, at 9:00 a.m. till Monday, 30[th] August, 2021 at 5:00 p.m. She further informed the Members that the facility to vote through e-voting systems is made available

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during the Meeting for Members who had not cast their vote through Remote e-voting prior to the Meeting.

Mr. Manjit Singh, Chairman of the meeting delivered his speech and thereafter requested Ms. Ashima Arora, Company Secretary to continue with the Agenda of the meeting. She informed the Members that Notice of EGM along with explanatory statement are taken as read as the same had already been circulated to the Members.

The following items of special business as set out in the notice convening EGM were placed for member's consideration and approval:

S. No.	Particulars	Type of Resolution
1.	To consider and approve issuance of 10,000 Equity shares and 2,00,000 Warrants convertible into Equity shares on preferential basis to promoters &promotergroupof the company.	Special
2.	To consider and approve issuance of 2,80,000 Equity shares and 13,00,000 Warrants convertible into Equity shares on preferential basis to non-promoters &public categoryshareholders of the Company.	Special

The members who had registered themselves as speakers, addressed the meeting through VC/OAVM and sought clarifications on the Company's businesses post Covid-19 and fund raising. Mr. Manjit Singh, Chairman & Managing Director & Mr. Vijay Arora, Whole-Time Director of the Company responded to the queries of the Members and provided clarifications.

The members were informed that the Company had appointed M/s Advitiya Vyas & Company, Practicing Company Secretaries, as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner and the vote cast by the members through remote e-voting and e-voting provided at the EGM on all the resolutions, shall be disseminated to the Stock Exchange(s) on or before 2[nd] September 2021, after receipt of Scrutinizer Report given by M/s Advitiya Vyas & Company, Scrutinizer and will also be uploaded on the website of the Company www.touchwood.in

The meeting concluded at 3:30 PM., with the Company Secretary & Compliance Officer presenting vote of thanks to everyone present at the meeting.

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