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BGIL Films & Technologies Ltd.

BSE: 511664 Sector: Media
NSE: N.A. ISIN Code: INE443D01018
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Buy Price 1.41
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Sell Price 1.47
Sell Qty 1000.00
OPEN 1.47
CLOSE 1.47
VOLUME 300
52-Week high 2.49
52-Week low 1.10
P/E
Mkt Cap.(Rs cr) 2
Buy Price 1.41
Buy Qty 1.00
Sell Price 1.47
Sell Qty 1000.00

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

Company director report

Dear Members

Your Directors have pleasure in presenting the 30th Annual Report with theAudited Financial Statements of BGIL Films & Technologies Limited (BGFT) forthe financial year ended March 31st 2019.

1. FINANCIAL RESULTS

(Rs. In Lakh)

Particulars Financial Year Ended March 31 2018 Financial Year Ended March 31 2019
Gross Income
Net Sales/Income from Operations 2786.82 1614.57
Other Income 7.14 7.23
TOTAL INCOME 2793.96 1621.79
Less: Total Expenditure 2747.02 1552.91
Profit before depreciation Interest Exceptional Items & Tax 46.94 68.88
Less: Interest 0.08
Depreciation 44.87 0.07
Profit Before Tax (PBT) 1.99 47.96
Less: Tax expenses including deferred tax 1.12 20.85
Exceptional Items / Prior Period Items - (2.61)
Profit after Tax and Extraordinary items For the Period 0.87 23.46
Other Comprehensive Income
-Fair Value Changes on Investment (35.00) (9.31)
Total Comprehensive Income For the Period (34.13) 14.15
Balance brought forward from previous Year 194.11 159.98
Balance carried forward 159.98 174.13

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. STATE OF COMPANY AFFAIRS :

For the Financial year 2018-19 ended March 31 2019 revenue from operations wereRs.1614.57 lakhs. Further Earnings before interest tax depreciation and amortization(EBITDA) are Rs. 68.88 Lakhs. The management of your Company tries its best to get a goodposition in Media & Entertainment Industry besides growth areas from Technologysector. Some critical conditions running in Worldwide economy and Indian economy alsofaced many undesirable conditions by which the wheels of progress of Industries in Indianot gone in right path but the Management of your Company have deep knowledge in the fieldof 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. DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL:

Mr. Umesh Kumar Singh was removed as whole time Director w .e. f. May 29 2019 due todisqualification under section 164 (2) of the Companies Act 2013.

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 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.

9. CHANGE IN NATURE OF BUSINESS IF ANY

There is no change in the nature of business of the company during the year.

10. 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.

11. 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.

12. AUDITORS

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

13. 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 as Annexure I.

14. 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.

15. MANAGEMENT:

During the year under review Mr. Bibhash Mukherjee appointed in the Company w.e.f.14th November 2018. Ms. Anushka Rastogi has been appointed as Company Secretary w.e.f 1September 2019.

16. Secretarial Auditor:

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 AKP & Associates Company Secretaries C.P. No. 7385 as SecretarialAuditors of the Company. The Secretarial Audit Report in the prescribed Form No. MR-3 isattached herewith as Annexure II.

17. COMMITTEES 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. ChhayaWalia Independent Director Chairman
Mr. Rakesh Bhhatia Non- Executive Director Member
Mr. Harjit Singh Anand Independent 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. ChhayaWalia Independent Director Chairman
Mr. Rakesh Bhhatia Non- Executive Director Member
Mr. Harjit Singh Anand Independent Director Member

c. Stakeholder Relationship Committee:

The current composition of Stakeholder Relationship Committee is as follows:

Mr. ChhayaWalia Independent Director Chairman
Mr. Rakesh Bhhatia Non- Executive Director Member
Mr. Harjit Singh Anand Independent Director Member

18. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT-9 is uploaded onthe website of the Company.

19. 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.

20. 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.

21. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The requisite details containing the names and other particulars of employees inaccordance with the provisions of Section 197 (12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure III (a).

22. DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENTANDREMUNERATION 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).

23. 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.

24. 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.

25. FOREIGN EXCHANGE EARNING AND OUTGO

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

PARTICULARS 31.03.2019 31.03.2018
Earning in Foreign Currency: NIL NIL
Expenditure in Foreign Currency:
Import of Goods NIL NIL

26. 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

27. 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 2018-19 areprovided in the financial statements.

28. RELATED PARTY TRANSACTIONS

The Company has adopted a Framework on Related Party Transactions ("RPT") forthe purpose of identification and monitoring of RPTs. Details of contracts or arrangementsor transactions with Related Parties and arm's length basis with respect to transactionscovered under Section 188 (1) of the Act and the applicable Rules framed there under inthe prescribed Form No. AOC-2 are given in Annexure IV. Further details of Related PartyTransactions as required to be disclosed by Indian Accounting Standards (Ind AS) – 24on "Related Party Disclosures" specified under Companies (Indian AccountingStandards) Rules 2015 are given in the Note No. 33 to the Financial Statements. Duringthe year the Company has not entered into any transaction with Related Parties which arenot in 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.

29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(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. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Company is not eligible to spend on CSR.

32. VIGIL MECHANISM

In pursuance of the provisions of section 177 (10) of Act and Regulation 22 of theListing Regulations a Vigil Mechanism for directors and employees to report genuineconcerns has been established. The Whistle Blower Policy is available on the website ofthe company.

33. ANNUAL EVALUATION BY THE BOARD:

On the recommendation of the Nomination and Remuneration Committee the Board hasfinalized the Evaluation Process to evaluate the entire Board Committees ExecutiveDirectors and Non-Executive Directors. The method of evaluation as per the EvaluationProcess is to be done by internal assessment through a detailed questionnaire to becompleted by individual Directors. In accordance with the Companies Act and the ListingRequirements the evaluation is done once in a year after close of the year and beforethe Annual General Meeting.

34. SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors (SS-1) and GeneralMeetings (SS-2).

35. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No significant orders have been passed by any Regulators Courts or Tribunals impactingthe going concern status and Company's operations in future.

ACKNOWLEDGMENT

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: Noida Sd/-
Date: 02.09.2019 Rakesh Bhatia
Chairman