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BGIL Films & Technologies Ltd.

BSE: 511664 Sector: Media
NSE: N.A. ISIN Code: INE443D01018
BSE 00:00 | 26 Apr 2.43 -0.12
(-4.71%)
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NSE 05:30 | 01 Jan BGIL Films & Technologies Ltd
OPEN 2.45
PREVIOUS CLOSE 2.55
VOLUME 7005
52-Week high 4.30
52-Week low 1.68
P/E 243.00
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.45
CLOSE 2.55
VOLUME 7005
52-Week high 4.30
52-Week low 1.68
P/E 243.00
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Dear Members

Your Directors have pleasure in presenting the 28th Annual Report with theAudited Financial Statements of BGIL Films & Technologies Limited (BGFT) forthe financial year ended March 31st 2017.

1. FINANCIAL RESULTS

(Rs. In Lacs)

Particulars Financial Year Ended March 31 2017 Financial Year Ended March 31 2016
Gross Income
Net Sales/Income from Operations 1225.62 1228.05
Other Income 7.49 7.10
1233.12 1235.15
TOTAL INCOME
Less: 1152.93 1145.77
TOTAL EXPENDITURE
80.19 89.38
Profit before depreciation Interest & Tax 0.10 .35
Less: Interest 63.27 83.04
Depreciation
16.82 5.99
Profit Before Tax (PBT) 3.27 2.86
Tax expenses including deferred tax 1.79 2.46
Extraordinary/Prior Period Items
11.76 .67
Profit after Tax and Extraordinary items
348.06 347.39
Balance brought forward from previous Year
Balance carried forward 359.82 348.06

2. TRANSFER TO RESERVES

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

3. 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.

4. Company's Performance

For the Financial year 2016-17 ended March 31 2017 revenue from operations wereRs.1233.12 Lacs out of which revenue from Information Technologies sector were Rs. 849.44Lacs; Further Earnings before interest tax depreciation and amortization (EBITDA) areRs. 80.19 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.

5. SHARE CAPITAL

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

6. PUBLIC DEPOSITS

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

7. DIRECTORS

Mrs. Arti Jain and Mr. Nirmal Vaid resigned from the post of directorship on 04thJanuary 2017 and on 31st August 2017 respectively. Further Mrs. Jaya Misra wasappointed as Non Independent Executive Director w. e. f. May 04 2017 on the board.

8. 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 been

Followed.

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 adequate

Accounting 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.

9. 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.

10. 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.

11. AUDITORS

Appointment of M/S SNMG & Company Chartered Accountants (Firm Registration No.004921N) are being ratified to hold office from this AGM to until the conclusion of nextAGM.

12. 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/ and D Arora & Co. Company Secretaries as Secretarial C.P. No. 18470Auditors of the Company. The Secretarial Audit Report in the prescribed Form No. MR-3 isattached herewith as Annexure I.

13. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received mandatory declaration required under section 149(6) from allthe Independent Directors of the Company confirming that they meet the criteria ofindependence as prescribed both under Section 149(6) of the Companies Act 2013.

14. 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.

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

15. COMMITT EES OF THE BOARD:

Currently the Board has the following Committees: a) Audit Committee. b) Nominationand Remuneration Committee. c) Stakeholder Relationship Committee. d) Women GrievanceCommittee

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

a. Audit Committee:

The current composition of Audit Committee is as follows:

Mr. Rajeev Kumar Independent Director Chairman
Mr. Rakesh Bhatia Non- Executive Director Member
Mr. Harjit Singh Anand Independent Director Member
Mr. Ashok Kumar Juneja Independent Director Member
Mr. Umesh Kumar Singh Whole Time Director Member

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

b. Nomination and Remuneration Committee:

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

Mr. Rajeev Kumar Independent Director Chairman
Mr. Rakesh Bhatia Non- Executive Director Member
Mr. Harjit Singh Anand Independent Director Member
Mr. Ashok Kumar Juneja Independent Director Member

c. Stakeholder Relationship Committee:

The current composition of Stakeholder Relationship Committee is as follows:

Mr. Rakesh Bhatia Non Executive Director Chairman
Mr. Rajeev Kumar Non Executive Independent Director
Mr. Harjit Singh Anand Non Executive Independent Director Member

d) Women Grievance Committee

Name Category
Ms. Jaya Misra Chairman
Ms. Divya Sharma Member
Ms. Bharti Saha Member

16. EXTRACT OF ANNUAL RETURN:

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

17. 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.

18. 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 the conservationof energy and technology absorption as required under Section 134 of the Companies Act2013.

19. 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.

20. 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.

21. FOREIGN EXCHANGE EARNING AND OUTGO

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

PARTICULARS 31.03.2017 31.03.2016
Earning in Foreign Currency: NIL NIL
Expenditure in Foreign Currency:
Import of Goods NIL NIL

22. 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 SweatEquity Shares

23. Particulars of loans given investment made guarantees given and securitiesprovided

The Company has not given any loans guarantees under Section 186 of the Act.Particulars of investments made by the Company during the financial year 2016-17 areprovided in the financial statements.

24. RELATED PARTY TRANSACTIONS

The Company has adopted a Framework on Related Party Transactions ("RPT") forthe purpose of identification and 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 in the prescribed Form No. AOC-2 are given in Annexure III. Further detailsof Related Party Transactions as required to be disclosed by Accounting Standard – 18on "Related Party Disclosures" specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules 2014 are given in the Notes to the FinancialStatements. During the year the Company has not entered into any transaction with RelatedParties which are not in its ordinary course of business or not on an arm's length basisand which require disclosure in this Report in terms of the provisions of Section 188(1)of the Act.

25. 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 some 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.

26. 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 LimitedPlace: New Delhi Sd/-

Date: 31st August 2017 Rakesh

Bhatia Chairman