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BGIL Films & Technologies Ltd.

BSE: 511664 Sector: Media
NSE: N.A. ISIN Code: INE443D01018
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NSE 05:30 | 01 Jan BGIL Films & Technologies Ltd
OPEN 3.10
PREVIOUS CLOSE 3.10
VOLUME 5
52-Week high 4.36
52-Week low 2.31
P/E 16.32
Mkt Cap.(Rs cr) 4
Buy Price 3.23
Buy Qty 1.00
Sell Price 3.10
Sell Qty 379.00
OPEN 3.10
CLOSE 3.10
VOLUME 5
52-Week high 4.36
52-Week low 2.31
P/E 16.32
Mkt Cap.(Rs cr) 4
Buy Price 3.23
Buy Qty 1.00
Sell Price 3.10
Sell Qty 379.00

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

Company director report

Dear Members

Your Directors have pleasure in presenting the 29th Annual Report with the AuditedFinancial

Statements of BGIL Films & Technologies Limited (BGFT) for the financial year endedMarch 31st 2018.

1. FINANCIAL RESULTS

(Rs. In Lakh)
Particulars Financial Year Ended March 31st 2018 Financial Year Ended March 31st 2017
Gross Income
Net Sales/Income from operations 2786.82 1225.62
other Income 7.14 7.49
Total Income 2793.96 1233.11
Less: Total Expenditure 2747.02 1152.92
Profit before depreciation Interest & Tax 46.94 80.19
Less: Interest 0.08 0.10
Depreciation 44.87 63.27
Profit Before Tax (PBT) 1.99 16.82
tax expenses including deferred tax 1.12 3.31
Extraordinary/prior period Items - 1.79
Profit after Tax and Extraordinary items 0.87 11.71
Other Comprehensive Income
-Fair Value Changes in Investments (35.00) (164.71)
Total Comprehensive Income for the Period (34.13) (154.00)
Balance brought forward from previous Year 194.11 348.11
Balance carried forward 159.98 194.11

2. TRANSFER TO RESERVES there is no provision for any transfer to reserves for theperiod under review.

3. DIVIDEND there is no possibility for dividend this year; it is recommended tolook forward for the same keeping in mind the future growth of the company.

4. STATE OF COMPANY AFFAIRS :

For the Financial year 2017-18 revenue from operations were Rs.2786.82 lakh; FurtherEarnings before interest tax depreciation and amortization (EBITDA) are Rs. 46.94 Lakh.The management of your Company tries its best to get a good position in Media &Entertainment

Industry besides growth areas from technology sector. Some critical conditions runningin Worldwide economy and Indian economy also faced many undesirable conditions by whichthe wheels of progress of Industries in India not gone in right path but the Managementof your Company have deep knowledge in the field of media & technology trying hard toget 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 duringthe period under review.

7. DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL:

Mrs. Jaya Misra was appointed as whole time Director w. e. f. May 04th 2017 on theboard and resigned on December 14th 2017 due to her pre-occupancies. Mr. Ashok KumarJuneja and Mr. Rajeev Kumar Independent Directors have resigned from the Board. Ms. DivyaSharma Company Secretary has resigned from the company.

8. DIRECTORS' RESPONSIBILITY STATEMENT pursuant to the requirement of section 134(3) (C) of the Companies Act 2013 and based on the representations received from theoperating management the directors hereby confirm that:

1. in preparation of the Annual Accounts the applicable Indian Accounting Standardshave 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 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.

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 particularsare required to be given under section 134 of the Companies Act 2013 and the Rules madethere under as amended.

11. AUDITORS

M/S SNMG & Company Chartered Accountants (Firm Registration No. 004921N) arebeing appointed to hold office for another term of five years until the conclusion of theAGM in the year 2022.

12. 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.

13. DECLARATION BY INDEPENDENT DIRECTORS: the Company has received mandatorydeclaration required under section 149(6) from all the

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:

During the year under review following appointment and resignations of Directors &Key Managerial personnel have taken place: Ms. Chhaya Waliya has apointed at anindipendent director.

15. SECRETARIAL AUDIT: pursuant to the provisions of Section 204 of Companies Act2013 and the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014the Company has appointed M/s D Arora and Co. Company Secretaries as Secretarial C.p. No.18470 Auditors of the Company. the Secretarial Audit Report in the prescribed Form No.MR-3 is attached herewith as Annexure I.

16. 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.

a) Audit Committee: the current composition of Audit Committee is as follows:

Mr. Harjit Singh Anand Independent Director Chairman
Mr. Rakesh Bhatia Non- Executive 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 andRemuneration Committee is as follows:

Mr. Harjit Singh Anand Independent Director Chairman
Mr. Rakesh Bhatia Non- Executive Director Member
Mr. Umesh Kumar Singh Whole time Director Member

c. Stakeholder Relationship Committee: the current composition of StakeholderRelationship Committee is as follows:

Mr. Harjit Singh Anand Independent Director Chairman
Mr. Rakesh Bhatia Non- Executive Director Member
Mr. Umesh Kumar Singh Whole time Director Member

17. EXTRACT OF ANNUAL RETURN: the details forming part of the extract of AnnualReturn in Form MGt-9 is appended as Annexure II to this report.

18. 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 andcompleteness of the accounting records and timely preparation of reliablefinancial disclosures.

19. 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.

20. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 the requisite details containing thenames and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014 is appended as Annexure III(a).

21. DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The requisite details relating to the remuneration of the specified employees coveredunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial personnel)Rules 2014 is appended as Annexure III (b).

22. CORPORATE GOVERNANCE:

Your Company has been practicing the principles of good corporate governance over theyears and it is a continuous and on going 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 Governanceareprovided 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.

23. 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.

24. FOREIGN EXCHANGE EARNING AND OUTGO

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

PARTICULARS 31.03.2018 31.03.2017
Earning in Foreign Currency: NIL NIL
Expenditure in Foreign Currency: NIL NIL

25. 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

26. PARTICULARS OFLOANS 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 2017-18 areprovided in the financial statements.

27. RELATED PARTY TRANSACTIONS the Company has adopted a Framework on Related partytransactions ("Rpt") for the purpose of identification and monitoring of RPTs.Details of contracts or arrangements or transactions with Related parties on an arm'slength basis with respect to transactions covered under Section 188 (1) of the Act and theapplicable Rules framed there under in the prescribed Form No. AoC-2 are given inAnnexure IV. Further details of Related party transactions as required to be disclosed byIndian Accounting Standards 24 on "Related Party Disclosures" specified underCompanies (Indian Accounting Standard) Rules 2015 are given in the Note No. 32 to theFinancial Statements. During the year the Company has not entered into any transactionwith Related parties which are not in its ordinary course of business or not on an arm'slength basis and which require disclosure in this Report in terms of the provisions ofSection 188(1) of the Act.

28. 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 report able 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.

29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at work place a new act the SexualHarassment of Women at Workplace (prevention prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee. During the year no complaints were received by theinternal committee.

30. EXPLANATION OR COMMENTS ON QUALIFICATION ETC. BY AUDITORS AND COMPANY SECRETARY INPRACTICE:

There is no qualification reservation or adverse remark or disclaimer made by theAuditors in the Auditors' Report or by the Company Secretary in practice in SecretarialAudit Report needing explanation or comments by the Board. the Statutory Auditors have notreported any incident of fraud to the Audit Committee of the Company in the year underreview.

31. ANNUAL EVALUATION BY THE BOARD: on the recommendation of the Nomination andRemuneration Committee the Board has finalized the Evaluation Process to evaluate theentire Board Committees Executive Directors and Non-Executive Directors. the method ofevaluation as per the Evaluation process is to be done by internal assessment through adetailed questionnaire to be completed by individual

Directors. In accordance with the Companies Act and the Listing Requirements theevaluation is done once in a year after close of the year and before the Annual GeneralMeeting.

EXTENSION OF AGM

The Company has taken extension of annual general meeting during the financial year.

MISC. DISCLOSERE

There is no further subscription of ‘Jodhpur Jodhana Royals of Rajwada CricketLeague" under the JV namely ‘Ignite Media Seven Eleven' during the year 2018 foraforesaid cricket team and the contribution of INR 15 lakhs made at the time of enteringinto JV could not fatch any revenue therefore the Board in their meeting held on 14thNovember 2018 have decided to withdraw its name from said JV suggesting a dissolution deedduring the year 2018-19 with the consent of all JV partners.

ACKNOWLEDGEMENT the Directors would like to place on record their gratitude for thevaluable guidance and support received from Union Government Government of Maharashtra asalso all the Government agencies banks financial institutions shareholders registrarshare transfer agents venders customers employees and other business associates whothrough their 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.