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BMB Music & Magnetics Ltd.

BSE: 531420 Sector: Media
NSE: N.A. ISIN Code: INE644K01016
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VOLUME 100
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BMB Music & Magnetics Ltd. (BMBMUSIC) - Director Report

Company director report

To

The Members

BMB Music and Magnetics Limited

Your Directors have the pleasure of presenting the 25th Annual Report of thecompany together with Audited Accounts and Cash Flow Statement for the Financial Yearended March 31 2016.

1.FINANCIAL SUMMARY

The Board s Report shall be prepared based financial statements of the company.

(Amount Rs.)

Particulars 2015-16 2014-15
Revenue from operation and other income 633807.58 11910410.00
Less: operating cost 2589961.00 19555041.00
Operating profit/PBDIT (1956153.42) (7644631.00)
Less: Finance charges - -
Less: Depreciation & Amortization Expenses - 17134295.40
Profit before tax &Extra-ordinary items (1956153.42) (24778926.40)
Less: Extra-ordinary items 211534.00 11639630.00
Profit before tax(PBT) (2167687.42) (36418556.40)
Less: Current Taxes - -
Add: Deferred Taxes 27759.00 5260749.00
Profit after Tax(PAT) (2139928.42) (31157807.40)
No. of shares 6059700 6059700
EPS (0.35) (5.14)

2. STATE OF COMPANY S AFFAIRS

Our Company is engaged in the business of Producing Films and Movies and Composition ofMusic and other related work. The Company during its life time achieved great success yearand targeted many big projects which were successful with great achievements. During theperiod under review company has released only one movie the results of which weresatisfactory and gave turnover of Rs 633807.58/- and suffered loss of operating loss Rs.1956153.42 and loss after Tax is Rs 2139928.42/- in the current year and Rs31157807.40/- in previous year.

Further During the Financial Year 2015-2016 Company has changed its Registered OfficeAddress from 206 A Block Amrit Kalash Near Kamal & company Tonk Road JaipurRajasthan to O-12 IInd floor Amber Tower S.C. Road Jaipur Rajasthan w.e.f. April 172015.

3. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as

ANNEXURE I .

4. BOARD MEETINGS

During the Financial Year 2015-16 the Company held five board meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 which is summarized below.

The provisions of Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) 2015 were adhered to while considering the time gap between two meetings.

Details of Board Meeting:-

S. No. Name of Directors Date of meeting and their attendance in each meeting Total no. of Meetings attended by each Director

17.04.2015 30.05.2015

14.08.2015 14.11.2015 15.02.2016
1 Mr. Vinay Jain 3 3 3 3 3 Five(5)
2 Mr. Mahesh Sharma 3 3 3 3 3 Five(5)
3 Mr. Azagan Thamizmane Vadaseri Alagappa 3 3 3 3 3 Five(5)
4 Mr. Kastoor Chand Bokadia 3 3 3 3 3 Five(5)
5 Mrs. Sohankawar Kastoorchand Bokadia 3 3 3 3 3 Five(5)
6 *Mr. Jaidev Chakravorty 3 N.A. N.A. N.A. N.A. One(1)
7 * Mr. Pramod Bokadia 3 3 3 N.A. N.A. Three(3)

* Mr. Jaidev Chakravorty has resigned from their directorship w.e.f. 30.05.2015.

* Mr. Pramod Bokadia has resigned from their directorship w.e.f. 14.11.2015.

5. COMMITTEES OF THE BOARD AUDIT COMMITTEE

During the year the Board re-constituted the Audit Committee in line with theprovision of the Companies Act 2013 due to resignation of Mr. Jaidev ChakravortyChairman of the said committee w.e.f. May 30 2015. The Board appointed Mrs.SohankawarKastoorchand Bokadia as member of the committee and redesignate Mr. Mahesh Sharma asChairman of the Committee. Thus the Audit Committee comprised of 3 members as on 31March 2016. The detail of the composition of the Audit committee along with theirmeetings held/attended is as follows:

Details of Audit Committee Meeting

Name of Committee Members and their attendance in each meeting
Sr. No. Date of Meeting Mr. Mahesh Sharma Mrs.Sohankawar Kastoorchand Bokadia Mr. Vinay Jain
1. 30/05/2015 3 NA 3
2. 14/08/2015 3 3 3
3. 14/11/2015 3 3 3
4. 15/02/2016 3 3 3
Total no. of Meetings attended by each Committee Members Four(4) Three(3) Four(4)

NOMINATION AND REMUNERATION COMMITTEE

The Company re-constituted the Nomination and Remuneration Committee by redesigante Mr.Mahesh Sharma as chairman of the committee and appointing Mrs.Sohankawar KastoorchandBokadia as member of the committee in place of Mr. Jaidev Chakravorty who has tendered hisresignation during the year under review. Thus the Committee comprised of 3 members as on31si March 2016.

Details of Nomination and Remuneration Committee Meeting:-

Date of Meeting Name of Committee Members and their attendance in each meeting
Mr. Mahesh Mrs.Sohankawar Mr. Vinay
Sharma Kastoorchand Jain
Bokadia
1. Total no. of Meetings attended by each Committee Members 15/02/2016 3 3 3
1(One) 1(One) 1(One)

STAKEHOLDER'S RELATIONSHIP COMMITTEE

During the year under review Stakeholder's Relationship Committee of the company hasreconstituted. Mr. Jaidev Chakravorty member of the committee has resigned and Mrs.Sohankawar Kastoorchand Bokadia inducted in the committee in place of him. Thus theCommittee comprised of 3 members as on 31si March 2016. The detail of the composition ofthe said committee along with their meetings held/attended is as follows:

Details of Stakeholders Relationship Committee Meeting:-

Sr. No. Date of Meeting Name of Committee Members and their attendance in each meeting
Mr. Azgan Thamizmane Vadaseri Alagappa Mr.Mahesh Sharma Mrs.Sohankawar Kastoorchand Bokadia
1. 30/05/2015 3 3 NA
2. 14/08/2015 3 3 3
3. 14/11/2015 3 3 3
4. 15/02/2016
Total no. of Meetings attended by each Committee Members Four(4) Four(4) 3(Three)

6. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 your Directors confirm that

(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures;

(b) such accounting policies and applied them consistently and made such judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year at 31st March2015and of the profit and loss of the company for that period;

(c) proper and sufficient care has been taken 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;

(d) The annual accounts have been prepared on a going concern basis; and

(e) Proper internal financial controls have been laid down which are adequate and wereoperating effectively.

(f) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

7. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT IF ANY

All the Independent Directors have given their declarations under section 149 (6) andsection 149 (7) of the Companies Act 2013 and the Rules made thereunder. In the opinionof the Board the Independent Directors fulfill the conditions relating to their status asan Independent Director as specified in section 149 of the Companies Act 2013 read withrules made thereunder and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any Loan or provided any Guarantee or Security against anyLoan during the year 2015-16.

9. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

No company become or/ceased to be its Subsidiaries Joint Venture or AssociateCompanies during the year.

10. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to constitution of Corporate Social Responsibility Committee.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no related party transactions during the year 2015-16.

12. DIVIDEND

During Financial Year 2015-2016 Company suffered huge loss So Board of Directorsdoes not form any Dividend policy and did not recommended any Dividend to Shareholders ofthe Company.

13. RESERVES

For the period 2015-2016 under review the Board has not transferred any amountGeneral Reserve Account of the Company.

14. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There was no material changes and commitments affecting the Financial Position of theCompany which have occurred between the end of the financial year to which the financialstatements relate and the date of the report.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

• Conservation of Energy: Company activities do not involve any significant energyconsumption.

• Foreign Exchange earnings and outgoings:
a. Foreign exchange earnings: NIL
b. Foreign exchange outgo: NIL

16. RISK MANAGEMENT POLICY

The company followed well established risk management assessment and minimizationprocedures which are periodically reviewed by the Board.

17. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.

18. SHARE CAPITAL

During FY 15-16 there is no change in the capital structure of Company. The AuthorisedShare Capital of Company is Rs. 65000000/- (Rs Six Crore and Fifty Lakh only) and Paidup share Capital of Company is Rs. 60597000/- (Rs Six Crore Five Lakh and Ninety SevenThousand only).

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review the board of Directors of the Company duly constitutedas per provisions of the Companies Act 2013.

Mrs. Sohankawar Kastoorchand Bokadia (DIN: 03592230) Director of the Company whoseperiod of office is liable to retire by rotation pursuant to provisions of Company Act2013 and as per Articles of Association of the Company retires by rotation at the ensuingAGM and being eligible offers herself for reappointment.

Mr. Jaidev Chakravorty and Mr. Pramod Bokadia has resigned from the Directorship of theCompany during the year 2015-16 with effect from 30.05.2015 and 14.11.2015 respectively.The Board of Directors noted their contribution and appreciation in the development of theCompany.

Ms. Mini Choudhary has resigned from the Post of Company Secretary with effect fromJuly 31st 2015 and the Board appreciated her association with the Company andthe support which she has rendered during her tenure to the Company.

Other than this there was no change in composition of the Board of Directors.

Thus the Board of Directors of BMB Music and Magnetics Limited is a balanced one withan optimum mix of Executive and Non Executive Directors. They show active participation atthe board and committee meetings which enhances the transparency and adds value to theirdecision making.

As on 31st March 2016 the Board of company consists of five (5) Directors.The composition and category of Directors is as follows:

Category Number of Directors Name of Directors Promoter/ Promoter Group
Executive Directors Mr. K. C. Bokadia Yes
2 Mr. Azgan Thamizmane No
Vadaseri Alagappa
Non- Executive Directors Mrs. Sohankanwar Yes
1 Bokadia
Non- Executive Mr. Mahesh Sharma No
Independent Directors 2 Mr. Vijay Jain Yes

20. PARTICULARS OF EMPLOYEES

As per amendment in Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial personnel) Amendment Rules 2016 dated 30.06.2016 details of top ten employeesin terms of remuneration drawn employed by the company during the financial year 2015-16pursuance the provisions in accordance with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial personnel) Amendment Rules 2016 and Disclosures pertaining toremuneration and other details as required under Section 197 (12) of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Statement of Particulars of employees is NIL.

21. REMUNERATION POLICY

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

22. AUDITORS

M/s Sarda Soni & Associates Chartered Accountants Statutory Auditors of theCompany will hold office till the conclusion of this Annual General Meeting and areeligible for re-appointment. The Company received a certificate from M/s Sarda Soni &Associates Chartered Accountants Statutory Auditors to the effect that theirre-appointment if made would be in accordance with the provisions of Section 141 of theCompanies Act 2013. As per the provisions of Companies Act 2013 they are beingre-appointed till the conclusion of the next Annual General Meeting.

23. AUDITORS REPORT

The Auditors Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

24. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under M/s. JAKS &Associates Company Secretaries have been appointed Secretarial Auditors of the Companyfor the financial year 2015-16. The report of the Secretarial Auditors is enclosed asAnnexure-II.

The report for the financial year ended 31 March 2016 is self-explanatory and havebeen explained/clarified wherever necessary.

Further with reference to the observations Company will take corrective actions toresolve all the qualifications and there is no malafide intention of the company behindsuch non compliances.

25. INTERNAL FINANCIAL CONTROLS

The Company has well defined mechanism in place to establish and maintain adequateinternal controls over all operational and financial functions.

26. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.bmbmusicandmagneticsltd.com under investors/policy documents/Vigil Mechanism Policylink.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATIONS IN FUTURE

There was no such order passed by any Authority during the year 2015-16. No such casesare pending with any Authority.

28. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has well defined mechanisms in place to establish and maintain adequateinternal controls over all operational and financial functions considering the naturesize and complexity of its business.

29. DEPOSITS

The Company has not accepted any deposits during the year 2015-16 and as such noamount of principle or interest was outstanding as of the Balance Sheet date.

30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.

31. HUMAN RESOURCES

Your Company treats its human resources as one of its most important assets. YourCompany thrust is on the promotion of talent internally through job rotation and jobenlargement.

32. CORPORATE GOVERNANCE

The Corporate Governance requirements as stipulated under the Regulation of SEBI (LODR)Regulations 2015 is not applicable to the company. Thus the company has filed thenon-applicability certificate to the exchange for regulation15 (2) read with regulation27(2) of SEBI (LODR) Regulations 2015 certified by the compliance Officer of the company.

33. INVESTOR GRIEVANCE REDRESSAL

The number of complaints received and resolved to the satisfaction of investors duringthe year under review. There were no pending complaint or share transfer cases as on 31March 2016 as per the certificate given by RTA.

34. MANAGEMENT DICUSSIONAND ANALYSIS REPORT

A detailed report on the Management Discussion and Analysis is provided as a separatesection in the Annual Report which forms part of the Board's Report.

35. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

3. There were no frauds found which have been reported to the Audit Committee / Boardmembers as well as to the Central Government. Further there was no fraud reported byauditors under section 143 (12) of the Companies Act 2013.

36. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the continuedsupport and co-operation the Government of India BSE NSDL CDSL all stakeholdersbankers State Governments and other Government agencies for their continuing support andlook forward for the same support in the future.

Date: 05.09.2016
Place: Jaipur By Order of the Board of Directors
(Kastoor Chand Bokadia)
DIN No. (01828803)
Chairman cum Managing Director