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BGIL Films & Technologies Ltd.

BSE: 511664 Sector: Media
NSE: N.A. ISIN Code: INE443D01018
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VOLUME 10
52-Week high 4.65
52-Week low 1.68
P/E 20.58
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.47
Sell Qty 11.00
OPEN 2.47
CLOSE 2.47
VOLUME 10
52-Week high 4.65
52-Week low 1.68
P/E 20.58
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.47
Sell Qty 11.00

BGIL Films & Technologies Ltd. (BGILFILMSTEC) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 27th Annual Report with the AuditedFinancial Statements of BGIL Films & Technologies Limited (BGFT) for the financialyear ended March 31st 2016.

FINANCIAL RESULTS (Rs. In Lacs)
Particulars Financial Year Ended March 31 2016 Financial Year Ended March 31 2015
Gross Income
Information Technologies/services 639.49 1347.13
Media 588.56 154.70
Other Income 7.10 6.84
Increase/ Decrease in Stock 45 0.60
TOTAL INCOME 1280.15 1509.27
Less:
TOTAL EXPENDITURE 1190.77 1412.60
Profit before depreciation Interest & Tax 89.38 96.68
Less: Interest .35 0.07
Depreciation 83.04 89.61
Profit Before Tax (PBT) 5.99 7.00
Tax expenses including deffered tax 2.86 8.19
Profit after Tax and Extraordinary items 3.13 (1.19)
Balance brought forward from previous Year 333.64 334.84
Balance carried forward 336.77 333.64

TRANSFER TO RESERVES

There is no provision for any transfer to reserves for the period under review.

DIVIDEND

There is no possibility for dividend this year; it is recommended to look forward forthe same keeping in mind the future growth of the company.

Company's Performance

For the Financial year 2015-16 ended March 31 2016 revenue from operations wereRs.1228.05 lacs out of which revenue from Information Technologies sector were Rs.639.49; Further Earnings before interest tax depreciation and amortization (EBITDA) areRs. 89.38 Lacs. The management of your Company tries its best to get a good position inMedia & Entertainment Industry besides growth areas from Technology sector. Somecritical conditions running in Worldwide economy and Indian economy also faced manyundesirable conditions by which the wheels of progress of Industries in India not gone inright path but the Management of your Company have deep knowledge in the field of media& technology trying hard to get good results in coming years.

SHARE CAPITAL

There has been no change in the Share Capital of the Company.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the period underreview.

DIRECTORS

Mrs. Arti Bhatia who was appointed as whole time Director w. e. f. September 03 2015has resigned from the board. The Board of Directors had at their meeting held on 20thOctober 2016 took note of the same.

Mrs. Aarti Jain was appointed as Independent Director on the Board at their meetingheld on 20th October.

Mr. Umesh Kumar Singh was appointed as Whole Time Director on the Board. Nomination andRemuneration Committee had on October 20th 2016 recommended the appointment of Mr. UmeshKumar Singh as Whole Time Director of the Company for a period of Three years.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 134 (3) (C) of the Companies Act 2013 andbased on the representations received from the operating management the directors herebyconfirm that:

1. in preparation of the Annual Accounts the applicable accounting standards have beenFollowed.

2. The Directors had selected such Accounting Policies and applied them consistentlyand Made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequateAccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts on a going concern basis.

5. They had laid down internal financial controls to be followed by the Company andthat such internal financial controls were adequate and operating effectively;

6. They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

DISCLOSURES UNDER SECTION 134 OF THE COMPANIES ACT 2013

Except as disclosed elsewhere in this report there have been no material changes andcommitments which can affect the financial position of the Company occurred between theend of the financial year of the Company and date of this report.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given undersection 134 of the Companies Act 2013 and the Rules made there under as amended.

AUDITORS

The auditors SNMG & Co. Chartered Accountants (Firm Registration No.004921N)hold office until the conclusion of the AGM and eligible for reappointment.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of the operations performance and future outlook of the Company andits businesses is given in the Management Discussion and Analysis which forms part of theAnnual Report.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors ofthe Company confirming that they meet the criteria of independence as prescribed bothunder Section 149(6) of the Companies Act 2013.

MANAGEMENT:

During the year under review following appointment and resignations of Directors &Key Managerial Personnel have taken place:

Secretarial Audit:

Pursuant to the provisions of Section 204 of Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Ritika Shaw & Associates as Secretarial Auditors of the Company. TheSecretarial Audit Report in the prescribed Form No. MR-3 is attached herewith as AnnexureII.

COMMITT EES OF THE BOARD:

Currently the Board has the following Committees:

a) Audit Committee.

b) Nomination and Remuneration Committee.

c) Stakeholder Relationship Committee.

A detailed note on the Board and its Committees is provided under the CorporateGovernance Section in this Annual Report.

Audit Committee:

The current composition of Audit Committee is as follows: Chairman : Mr. Rajeev Kumar -Independent Director

Members : Mr. Rakesh Bhhatia –Non- Executive Director

Mr. Harjit Singh Anand - Independent Director

Mr. Ashok Kumar Juneja - Independent Director

Mrs. Aarti Jain – Independent director

All the recommendations made by the Audit Committee during the year were accepted bythe Board.

Nomination and Remuneration Committee:

The current composition of Nomination and Remuneration Committee is as follows:

Chairman : Mr. Rajeev Kumar- Independent Director

Members : Mr. Rakesh Bhhatia – Non Executive Director

Mr. Harjit Singh Anand- Independent Director

Mr. Ashok Kumar Juneja- Independent Director

Mrs. Aarti Jain – Independent Director

Stakeholder Relationship Committee:

The current composition of Stakeholder Relationship Committee is as follows:

Chairman : Mr. Rakesh Bhhatia –Non Executive Director

Members : Mr. Rajeev Kumar – Non Executive Independent Director

Mr. Harjit Singh Anand– Non Executive Independent Director

Ms. Aarti Jain - Non Executive Independent Director

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT-9 is appended asAnnexure I to this report.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly andefficient control of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism for its Directors and employees to reporttheir genuine concerns or grievances. The said mechanism encompasses the Whistle BlowerPolicy the Fraud Risk Management Process the BGIL Films Code of Conduct mechanism etc.and provides for adequate safeguards against victimization of persons who use suchmechanism and also provides direct access to the Chairperson of the Audit Committee. TheVigil Mechanism has been put up on the Company's website.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

Your Company an Infotainment Company with its core operation being related technologiesinto Media & Films does not involve in any manufacturing activity during the periodunder review. No particulars are therefore furnished in this report in relation to theconservation of energy and technology absorption as required under Section 134 of theCompanies Act 2013.

CORPORATE GOVERNANCE:

Your Company has been practicing the principles of good corporate governance over theyears and it is a continuous and ongoing process. A detailed Report on CorporateGovernance practices followed by your Company in terms of Regulation 27 of SEBI (ListingObligation & Disclosure Requirements) Regulations 2015 together with a Certificatefrom the Auditors confirming compliance with the conditions of Corporate Governance areprovided separately in this Annual Report. Certificate of CEO / CFO inter aliaconfirming the correctness of the financial statements adequacy of the internal measuresand reporting of matters to the audit committee in terms of the Regulation 27 of SEBI(Listing Obligation & Disclosure Requirements) Regulations 2015 with stock exchangesis also attached as a part of this Annual Report.

MEETINGS OF THE BOARD:

During the year under review Five (5) meetings of the Board of Directors were held thedetails of which are given in the Corporate Governance Report that forms part of thisAnnual Report. The intervening gap between two Board Meetings was not more than OneHundred and Twenty Days.

NOMINATION & REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection & appointment of Directors Senior Management and theirremuneration.

FOREIGN EXCHANGE EARNING AND OUTGO

The details of foreign Exchange Earnings and Outflow during the Year under review areas below:

PARTICULARS 31.03.2016 31.03.2015
Earning in Foreign Currency: Nil Nil
Expenditure in Foreign Currency:
Import of Goods NIL Nil

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

Your Company has always believed in providing a safe and harassment-free workplace forevery individual working in the Company. As per the requirement of The Sexual Harassmentof Women at Workplace (Prevention Prohibition & Redressal) Act 2013 and Rules madethere under the Company has constituted an Internal Complaints Committees. During thefinancial year under review no complaint was filed under the aforesaid Act.

Share Capital & Listing of Securities

During the financial year under review the Company has not issued:

• any equity shares with differential rights as to dividend voting or otherwise;

• any shares to its employees under the Employees Stock Option Scheme;

• any Sweat Equity Shares

Particulars of loans given investment made guarantees given and securities providedThe Company has not given any loans guarantees under Section 186 of the Act. Particularsof investments made by the Company during the financial year 2015-16 are provided in thefinancial statements.

RELATED PARTY TRANSACTIONS

The Company has adopted a Framework on Related Party Transactions ("RPT") forthe purpose of identificationand monitoring of RPTs. Details of material contracts orarrangements or transactions with Related Parties on an arm's length basis with respect totransactions covered under Section 188 (1) of the Act and the applicable Rules framedthere under please refer schedule No 31. Further details of Related Party Transactionsas required to be disclosed by Accounting Standard 18 on "Related PartyDisclosures" specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014 are given in the Notes to the Financial Statements. During theyear the Company has not entered into any transaction with Related Parties which are notin its ordinary course of business or not on an arm's length basis and which requiredisclosure in this Report in terms of the provisions of Section 188(1) of the Act.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements. The Company's internal control systems including internal financialcontrols are commensurate with the nature of its business and the size and complexity ofits operations and same are adequate and operating effectively. These systems areperiodically tested and no reportable material weakness in the design or operation wasobserved. The Audit Committee reviews adequacy and effectiveness of the Company's internalcontrol system including internal financial controls.

ACKNOWLEDGEMENT

The Directors would like to place on record their gratitude for the valuable guidanceand support received from Union Government Government of Maharashtra as also all theGovernment agencies banks financial institutions shareholders registrar sharetransfer agents venders customers employees and other business associates who throughtheir continued support and cooperation have helped as partners in your Company'sprogress. The Directors are also deeply touched by the efforts sincerity and loyaltydisplayed by the employees without whom the growth of the Company is unattainable. TheDirectors seek and look forward to the same support during the future years of growth.

By order of the Board of Directors
For BGIL Films & Technologies Limited
Place: New Delhi Sd/-
Date: October 20th 2016 Rakesh Bhatia
Chairman