B A G Films & Media Ltd.
|BSE: 532507||Sector: Media|
|NSE: BAGFILMS||ISIN Code: INE116D01028|
|BSE 13:17 | 15 Apr||2.04||
|NSE 13:09 | 15 Apr||2.10||
|Mkt Cap.(Rs cr)||40|
|Mkt Cap.(Rs cr)||40.37|
B A G Films & Media Ltd. (BAGFILMS) - Director Report
Company director report
larities abuse of authority etc. by Directors employees and themanagement. The Vigil Mechanism/ Whistle Blower Policy is available on the website of theCompany at https://www.skipperlimited.com/Media/Whistle-Blower-Policy.pdf.
The Company endeavours to provide complete protection to the WhistleBlowers against any unfair practices. The Audit Committee oversees the genuine concernsand grievances reported in conformity with this policy. It is affirmed that no personnelof the Company has been denied access to the Audit Committee and no case was reportedunder this policy during the year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions are entered into only after receivingprior approval of the Audit Committee. Omnibus approvals are obtained each year fortransactions which are repetitive in nature. A statement of all related party transactionsentered into is placed before the Audit Committee and Board of Directors for its review ona quarterly basis specifying the nature value and terms of the transaction.
In line with the requirements of the Act and the Listing Regulationsand the recommendations of Audit Committee your Company has formulated a policy ondealing with Related Party Transactions ('RPTs') and the same is available on the websiteof the Company at https:// www.skipperlimited.com/Media/RELATED-PARTY-TRANSACTIONS-POLICY.pdf. The Policy intends to ensure that proper approval reporting and disclosureprocesses are in place for all the transactions taking place between the Company andRelated Parties.
During the year under review all transactions entered into by theCompany with related parties were in compliance with the applicable provisions of the Actand the Listing Regulations details of which are set out in the Notes to FinancialStatements forming part of this Annual Report. All the transactions have been dulyevaluated by the Audit Committee and Board and have been found beneficial for the Company.These transactions were inter alia based on various considerations such as businessexigencies synergy in operations and resources of the related parties.
Further the Company has not entered into any contracts/arrangements/transactions with related parties which qualify as material in accordancewith the Policy of the Company on materiality of related party transactions. There are nomaterially significant related party transactions that may have potential conflict withinterest of the Company at large.
No transactions were carried out during the year which requiresreporting in Form AOC - 2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) ofthe Companies (Accounts) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year the Company has provided a corporate guarantee toPunjab & Sind Bank in relation to credit facilities availed by Skipper- Metzer IndiaLLP in conformity with Section 186 of the Act read with the Companies (Meetings of Boardand its Powers) Rules 2014. The details of the guarantee provided have been mentioned inthe notes to the accounts. No loans were granted or investments was made during the year.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended from time to time in respect of Directors/employees of the Company isattached as ''Annexure- C" to this report.
The information required under Section 197(12) of the Act read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 as amended from time to time forms part of this Board Report. However interms of Section 136 of the Act the annual report is being sent to the members excludingthe said statement. The said information is readily available for inspection by themembers at the Company's registered office during the business hours on all working daysup to the date of ensuing Annual General Meeting and shall also be provided to any memberof the Company who sends a written request to the Company Secretary.
EMPLOYEE STOCK OPTION PLAN
Your Company has formulated 'Skipper Employee Stock Option Plan 2015'in accordance with SEBI (Share Based Employee Benefits) Regulations 2014 to enable itsemployees to participate in the Company's future growth and financial success and toencourage and reward the performing employees. The Scheme is monitored by the Nominationand Remuneration Committee (also functioning as Compensation Committee) of the Board.
During the year there has been no change in the 'Skipper EmployeeStock Option Plan 2015' (scheme) and the same is in compliance with SEBI (Share BasedEmployee Benefits) Regulations 2014. Further no allotment under the ESOP scheme has beenmade by the Company in the FY 2019-20.
The applicable disclosures as required under SEBI (Share Based EmployeeBenefits) Regulations 2014 is available on the website of the Company athttps://repository.skipperlimited.com/investor- relations/pdf/sebi-disclosure-2014.pdf.
The Company has received a certificate from M/s Singhi & Co.Statutory Auditors confirming that 'Skipper Employee Stock Option Plan 2015' have beenimplemented in accordance with SEBI (Share Based Employee Benefits) Regulations 2014. Thesaid certificate is available for inspection by the members at the Company's registeredoffice during the business hours on all working days up to the date of ensuing AnnualGeneral Meeting and would also be placed at the ensuing Annual General Meeting forinspection by the members.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
During the year under review your Company has been accordedrecognition from The Department of Scientific and Industrial Research (DSIR) Ministry ofScience and Technology Government of
India for its "In House Research & Development Center"situated at P.O-Barunda PS- Bagnan District-Howrah West Bengal.
Information on conservation of energy technology absorption andforeign exchange earnings and outgo as stipulated in Section 134(3) (m) of the Act readwith Rule 8 of the Companies (Accounts) Rules 2014 is provided in "Annexure -D" to the Directors' Report.
Statutory Auditors and Auditor's Report
M/s. Singhi & Co. Chartered Accountants (Firm Registration No.:302049E) have been re-appointed as statutory auditors of the Company for a second term of5 years pursuant to the shareholder's approval obtained in the preceding Annual GeneralMeeting held on 12th August 2019.
M/s. Singhi & Co. fulfills the eligibility and qualification normsas prescribed under the Act the Chartered Accountants Act 1949 and rules and regulationsissued thereunder. In addition the auditors hold a valid certificate issued by the PeerReview Board of the Institute of Chartered Accountants of India (ICAI).
The Auditor's Report for the financial year ended 31st March 2020 onthe financial statements of the Company forms an integral part of this Annual Report.There is no qualification reservation or adverse remark or disclaimer made by thestatutory auditors in their report nor there are any matters to be reported under Section143(12) of the Act.
Secretarial Auditors and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act your Company hasappointed M/s. MKB & Associates Practicing Company Secretaries (FRN No.P2010WB042700)as Secretarial Auditor to conduct Secretarial Audit of the Company for the FY 2019-20.Accordingly the Secretarial Audit Report for FY 2019-20 is annexed to this report as "Annexure-E"
There is no qualification reservations or adverse remark or disclaimerin the Secretarial Audit Report.
As per the requirements of Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time your Companyis required to maintain cost records for few of its products and accordingly such recordshave been prepared and maintained by the Company.
The Board of Directors on the recommendations made by the AuditCommittee has appointed M/s. AB & Co. Cost Accountants as the Cost Auditors of theCompany to conduct the audit of cost records for the FY 2020-21 in accordance with Section148 of the Act read with Companies (Cost Records and Audit) Rules 2014 at a remunerationof '70000/- plus reimbursement of out of pocket expenses at actuals and applicable taxes.The requisite resolution for ratification of remuneration to be paid to the Cost Auditorfor FY 2020-21 has been set forth in the notice of the impending Annual General Meeting ofthe Company and the same is recommended for your consideration.
The Cost Auditors have certified that their appointment is within thelimits of Section 141(3)(g) of the Act and that they are not disqualified from appointmentwithin the meaning of the said Act.
Relevant cost audit report for the year 2018-19 was submitted to theCentral Government within stipulated time and was free from any qualification or adverseremarks.
The Board of Directors of the Company on the recommendations made bythe Audit Committee has appointed Sri Raunak Rathi (a qualified Chartered Accountant) anexisting employee of the Company as Internal Auditors of the Company for the FY 2020-21 inaccordance with Section 138 of the Act read with the Companies (Accounts) Rules 2014.
None of the Auditors of the Company have reported any fraud during theyear under review.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return of the Company as on 31st March 2020in Form No. MGT - 9 as per Section 92(3) of the Act read with Companies (Management andAdministration) Rules 2014 is set out in the "Annexure F" to thisreport and is also available on the website of the Company athttps://www.skipperlimited.com/Media/MGT-9.pdf
During the year under review the Company has not accepted any depositsfrom the public within the meaning of Section 73 of the Act read with the Companies(Acceptance of Deposits) Rules 2014. As on March 312020 there were no deposit lyingunpaid or unclaimed.
Loan has been advanced to the Company by some of the Directors duringthe year details of which are available in notes to the financial statements.
Details of Credit Ratings assigned to the Company are given in theCorporate Governance Report.
As per Regulation 34(3) read with Schedule V of the ListingRegulations a separate section on corporate governance practices followed by the Companytogether with a certificate from the Company's Auditors confirming compliance with thesame has been disclosed under the Corporate Governance Report section of this AnnualReport.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of theCompany as required under the Listing Regulations is provided in a separate section andforms an integral part of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERALMEETINGS
During the Financial Year 2019-20 the Company has complied with allthe relevant provisions of Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings (SS1 and SS2).
BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report prepared in accordance with Regulation34(2) of Listing Regulations detailing the various initiatives taken by the Company onthe environmental social and the governance perspective for the year 2019-2020 is set outin the "Annexure G" to this report and is also available on the websiteof the Company at https://skipperlimited.com/Media/Business- Responsibility-Report.pdf.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Employees are the most valuable and indispensable asset for a Company.The Company has always been proactive in providing growth learning platforms safeworkplace and personal development
opportunities to its workforce. The core focus of the Company has beenon improvement and upliftment of the employees through continuous training &development programmes. The human resource department of the Company through itspersistent efforts strives to achieve amicable working and industrial relations and as aresult the employee relations remained cordial throughout the year. The Company had 2028permanent employees on its rolls as on 31st March 2020.
SCHEME OF ARRANGEMENT
During the year the Company reconsidered the scheme of arrangementbetween Skipper Limited and Skipper Pipes Limited for demerger of the polymer productdivision of the Company and withdrew the same.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company is committed to provide a safe and secure workingenvironment for all employees and create ambience in which all employees can work togetherwithout any apprehension of sexual harassment.
The Company has formulated a Policy on Prevention Prohibition andRedressal of Sexual Harassment at Workplace in line with the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andrules made thereunder and an Internal Complaints Committee (ICC) has also been set up toredress complaints received regarding sexual harassment.
During the year under review no complaints were received under theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors state that:
1. No material changes and commitments affecting the financial positionof the Company have occurred from the close of the financial year ended 31st March 2020till the date of this report. However the impact on the financial performance of theCompany caused due to the outbreak of CoVID-19 pandemic is explained separately in thenotes to the financial statements.
2. During the year no significant or material orders were passed bythe Regulators or Courts or Tribunals which impact the going concern status and Company'soperation in future.
3. The Company has not issued equity shares with differential rights asto dividend voting or otherwise.
Your Directors place on record their gratitude to the CentralGovernment State Governments and Company's Bankers for the assistance and co-operationthey extended to the Company. Your Directors also wish to place on record their sincerethanks and appreciation for the continuing support of investors vendors dealersbusiness associates and employees of the Company.