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BGIL Films & Technologies Ltd.

BSE: 511664 Sector: Media
NSE: N.A. ISIN Code: INE443D01018
BSE 00:00 | 26 Oct BGIL Films & Technologies Ltd
NSE 05:30 | 01 Jan BGIL Films & Technologies Ltd
OPEN 1.26
PREVIOUS CLOSE 1.26
VOLUME 50
52-Week high 1.26
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.14
Buy Qty 1000.00
Sell Price 1.32
Sell Qty 4.00
OPEN 1.26
CLOSE 1.26
VOLUME 50
52-Week high 1.26
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.14
Buy Qty 1000.00
Sell Price 1.32
Sell Qty 4.00

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

Company director report

Dear Members

Your Directors have pleasure in presenting the 33rd Annual Report with the AuditedFinancial Statements of BGIL Films & Technologies Limited (BGFT) for the financialyear ended March 31st 2022.

1. FINANCIAL RESULTS

(In Lakhs)
Particulars Financial year Ended March 31 2022 Financial Year Ended March 31 2021
Gross Income
Net Sales/Income from Operations 30.83 289.58
Other Income 6.22 08.03
Total Income 37.04 297.61
Less: Total Expenditure 19.68 255.61
Profit/Loss before Depreciation 17.36 42.00
Interest Exceptional Items & Tax
Less: Interest 0.04 0.99
Depreciation 36.70 39.28
Profit/Loss Before Tax(PBT) 19.37 1.73
Less: Tax expenses including deferred tax (5.03) 5.78
Exceptional Items/ Prior Period 0 5.00
Profit after tax and Extraordinary items for the Period (14.34) (09.05)
Other Comprehensive Income - -
Fair Value changes on Investment 14.76 (0.67)
Total Comprehensive Income for the Period 0.42 (09.72)
Earning per Equity Share (0.00) (0.09)

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 2021-22 ended March 31 2022 revenue from operations wasRs.30.83 Lakhs. Further Earnings before Interest Tax Depreciation and Amortization(EBITDA) are Rs. 17.36 Lakhs. The management of your Company always does its best toachieve a good position in Media & Entertainment Industry besides growth areas fromTechnology sector. Due to Some critical conditions & COVID-19 pandemic the Worldwideeconomy and Indian economy also faced many undesirable conditions by which the wheels ofprogress of Industries in India not gone in right path but the Management of your Companyhave deep knowledge in the field of media & technology trying hard to get goodresults in coming years.

5. SHARE CAPITAL

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

6. CHANGE IN NATURE OF BUSINESS

There was no change in nature of business during the year under review.

7. PUBLIC DEPOSITS

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

8. DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL:

There is no change in Board of Directors during the financial year 2021-22.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 134 (3) I of the Companies Act 2013 and basedon 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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

10. COVID IMPACT ON BUSINESS

The lockdowns and restrictions imposed on various activities due to COVID 19 pandemicwhile being a necessary measure to contain its spread have also posed an unprecedentedchallenge to all businesses and the business operations and the Company have also beenimpacted; resulting the operations were called off for time being. .

Availability of fresh content is constrained because of stoppage of all the shootingand other allied production activities resulting in revenue loss for the Company.Availability of new digital content is constrained because of stoppage of freshproductions and the Company has managed to release shows that were in inventory. There wasno major impact on control environment and operating effectiveness of internal controls asthe month end / year end / other controls were operated by way of digital or e-mailsign-offs and online reviews through teleconferencing and Video Conference during the lockdown period.

Ability to maintain operations during lockdown

The Company managed to ensure smooth functioning of critical operations by providingnecessary digital infrastructure including laptops / desktops VPN access videoconferencing tools etc. to allow employees to operate from home. All on site productionremained closed as the Company followed local regulations during the lockdown.

The Company resumed its operations as per the directives and permissions of the StateGovernment and other statutory and trade bodies complying with the advisories issued byconcerned authorities and following all health and safety measures. Corporate offices wereopened as per the directions received from the concerned authorities and were operating at50% capacity.

11. ESTIMATION OF THE FUTURE IMPACT OF COVID-19 ON THE OPERATION

Company understands that this is a temporary setback and is confident that the economyand the media and entertainment sector will bounce back soon with rejuvenated demand andadvertising spends. Subject to the Covid-19 situation improving in the country and norelapse of a lockdown the Company anticipates normalcy to start setting in towards theend of Q2 FY2021-22.

The Company sees a positive trend of content aggregators needing more content allowingthe Company to profitably sell its produced content. The Company continues to evaluatealternate options to monetize its content.

Even though the current situation is very volatile we are confident about our abilityto manage the crisis and come out of it in a strengthened position. The Company has takenvarious steps to mitigate the adverse impact of Covid-19 on the business which includesreduction in employee costs across all levels for a limited period waiver of rentals andmaintenance charges for the leased properties and other cost optimization across variousoverheads. The branch operations from Mumbai Office will also start soon keeping in mindthe market conditions.

12. 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.

13. 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.

14. AUDITORS

M/S SNMG & Company Chartered Accountants (Firm Registration No. 004921N) wereresigned from the office of Statutory Auditors of the Company on 10th May 2022 due tonon-availability of keen review certificate. M/s Singh Ray Mishra & Co. CharteredAccountants (Firm Registration No. 318121E) was appointed as Statutory Auditors of theCompany to fill casual vacancy. M/s Singh Ray Mishra & CO. Chartered Accountantsbeing ratified to hold office for another term of five years until the conclusion of the38th Annual General Meeting.

15. 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 IV.

16. 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.

17. MANAGEMENT:

During the year under review there is no change in the management of the Company.

18. 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/s AKP & Associates Company Secretaries as Secretarial C.P. No. 7540Auditors of the Company. The Secretarial Audit Report in the prescribed Form No. MR-3 isattached herewith as Annexure I.

19. COMMITTEES OF THE BOARD:

Currently the Board has the following Committees:

a) Audit Committee.

b) Nomination and Remuneration Committee.

c) Stakeholder Grievance/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
Mrs. Arti Bhatia Executive Director Member
Mrs. Payal Kuthari Independent Director Member
Mr. Ashok Kumar Juneja Non Executive Non Independent Director Member
Mr. Rohit Kaushik Independent Director Member
Mr. Karn Rajhans 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. Harjit Singh Anand Independent Director Chairman
Mrs. Arti Bhatia Executive Director Member
Mrs. Payal Kuthari Independent Director Member
Mr. Rohit Kaushik Independent Director Member
Mr. Karn Rajhans Independent Director Member

c) Stakeholder Grievance/Relationship Committee:

The current composition of Stakeholder Grievance/Relationship Committee is as follows:

Mr. Payal Kuthari Independent Director Chairman
Mrs. Arti Bhatia Executive Director Member
Mr. Harjit Singh Anand Independent Director Member
Mr. Ashok Kumar Juneja Non Executive Non Independent Director Member
Mr. Rohit Kaushik Independent Director Member
Mr. Karn Rajhans Independent Director Member

d) Women Grievance Committee

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

Mrs. Arti Bhatia Executive Director Member
Mrs. Payal Kuthari Independent Director Member

20. Remuneration to Directors:

The board of the Company has passed the resolution for remuneration of Directors/KMPsand other officer of the Company in case of inadequate/ less profits as per the provisionsof the Companies Act 2013 to tender their services.

21. SEBI/GST/INCOME- TAX MATTERS:

Adjudicating Officer of the SEBI has imposed a penalty of INR 5 00000/- in its orderdated 29.11.2019; in this regard the Company is in process of payment of the said penalty.During the period all the notices received from GST authority/ Income Tax authoritycompany has replied/complied with the related authority (ies) timely.

22. 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.

23. 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.

24. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENTANDREMUNERATION 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 II (a).

25. 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 II (b).

26. 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.

27. MEETINGS OF THE BOARD:

During the year under review five (4) 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.

28. FOREIGN EXCHANGE EARNING AND OUTGO

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

Particulars 31.03.2022 31.03.2021
Earning in Foreign Currency: NIL NIL
Expenditure in Foreign Currency:
Imports of Goods NIL NIL

29. 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; anyshares to its employees under the Employees Stock Option Scheme; any Sweat Equity Shares

30. 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 2021-22 areprovided in the financial statements.

31. 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 transactions covered underSection 188 (1) of the Act and the applicable Rules framed there under in the prescribedForm No. AOC-2 are given in Annexure III. Further details of Related Party Transactionsas required to be disclosed by Accounting Standard 18 on "Related PartyDisclosures" specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014 are given in the Notes to the Financial Statements. During theyear the Company has not entered into any transaction with Related Parties which are notin 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.

32. 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.

33. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTIONPROHIBITION 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 Redresal) Act 2013 has beennotified on 9th December 2013. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atwork place of any women employee. During the year no complaints were received by theinternal committee.

34. 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 Secretarial Audit Reportneeding explanation or comments by the Board. The Statutory Auditors have not reported anyincident of fraud to the Audit Committee of the Company in the year under review.

35. 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.

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 and on Behalf of the Board of Directors
For BGIL Films & Technologies Limited
Date: 14th August 2022 Sd/-
Place: Noida Arti Bhatia
Director

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