BMB Music and Magnetics Limited

Your Directors have the pleasure of presenting the 31stAnnual Report of the companytogether with financial statements for the Financial Year ended March 31 2022.

1.FINANCIAL SUMMARY

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

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 the company has Nil turnover in the current financial year andsuffered a net loss of Rs. -2812053.32/-. Further normal business operations of thecompany has been effected at the beginning of year. The company has resumed its businessactivities in line with guidelines issued by Govt. authorities and taken all appropriatesteps to smoothen operations and strengthen liquidity position. The Company has assessedthe impact of this pandemic on its business operations and has considered all relevantinternal and external information available to determine the impact on the Company'srevenue from operations for foreseeable future and the recoverability and carrying valueof certain assets such as property plant and equipment investments inventories tradereceivables etc. The impact of COVID-19 pandemic on the overall economic environment beinguncertain may affect the underlying assumptions and estimates used to prepare Company'sfinancial statements which may differ from that considered as at the date of approval ofthe financial statements. However the Company does not anticipate any challenges in itsability to continue as going concern or meeting its financial obligations. As thesituation is unprecedented while the lockdown is gradually lifting the Company isclosely monitoring the situation as it evolves in the future.

3. WEB ADDRESS OF THE COMPANY

The provisions of section 134 (3) (a) prescribes the Company to mention the webaddress if any where the Annual Return referred to in sub section (3) of Section 92 hasbeen placed as the Company does not have a web address the provisions of section 134 (3)(a) is not applicable on the company.

4. BOARD MEETINGS

During the Financial Year 2021-22 the Company held six 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:-

Mr. Mahesh Sharma resigned from the directorship of the Company on 09.08.2021.

Mr. Deepa Arora was appointed as Additional Independent Director of the Company on14.08.2021.

5. COMMITTEES OF THE BOARD

AUDIT COMMITTEE

The Board has duly constituted the Audit Committee in line with the provision of theCompanies Act 2013.The Audit Committee comprised of 3 members as on 31stMarch 2022. Thedetail of the composition of the Audit committee along with their meetings held/attendedis as follows:

Details of Audit Committee Meeting:-

NOMINATION AND REMUNERATION COMMITTEE

The Board has duly constituted its nomination and remuneration committee in line withthe provision of the Companies Act 2013 the Committee comprised of 3 members as on31stMarch 2022 the detail of the composition of the Nomination and RemunerationCommittee Meeting along with their meetings held/attended is as follows:

Details of Nomination and Remuneration Committee Meeting:-

Appointment Criteria & Qualification:

The appointment of Director Key Managerial Personnel and Senior Management will bebased on the outcome of performance review.

The recruitment process for selection to aforementioned categories of personnelcommences after the approval of manpower requisitions by the appointing authority.Relevant approval of concerned is also obtained as part of the process as deemed fitdepending upon the level of hiring.

The Committee shall consider the standards of qualification expertise and experienceof the candidates for appointment as Director Key Managerial Personnel and accordinglyrecommend to the Board his/her appointment.

Remuneration to Key Managerial Personnel Senior Management Personnel and otheremployees:

a. The Key Managerial Personnel Senior Management Personnel and other employees shallbe paid remuneration as per the Compensation and Benefit Policy of the Company as revisedthrough the Annual Salary Review process from time to time. b. The Human Resourcedepartment will inform the Committee the requisite details on the proposed increments forevery Annual Salary Review cycle / process including payouts for the variable part(Performance Incentive).

c. The composition of remuneration so determined by the Committee shall be reasonableand sufficient to attract retain and motivate the Key Managerial Personnel and SeniorManagement of the quality required to effectively run the Company. The relationship ofremuneration to performance should be clear and meet appropriate performance benchmarks.

d. The market salary survey for total remuneration is commissioned with externalconsultants. The Basket of companies chosen for the survey are selected and finalized byHR department in consultation with concerned department making requisition.

e. Revision in remuneration of Key Managerial Personnel assuming position of a directorwithin the meaning of the Act shall require prior approval of the Nomination &Remuneration Committee and the Board. Such Director shall not participate in discussionand voting thereon.

f. The remuneration including revision in remuneration payable to Senior Managementshall be recommended by the Committee to the Board of Directors.

Policy on Board diversity:

The Board shall comprise of Directors having expertise in different areas / fields likeFinance Sales and Marketing Banking Engineering Human Resource management etc. or asmay be considered appropriate. In designing the Board's composition Board diversity hasbeen considered from a number of aspects including but not limited to gender agecultural and educational background ethnicity professional experience skills andknowledge. The Board shall have at atleast one Board member who has accounting or relatedfinancial management expertise and atleast one women director.

STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Board has duly constituted its Stakeholders' Relationship Committee in line withthe provision of the Companies

Act 2013the Committee comprised of 3 members as on 31st March 2022 the detail ofthe composition of the Stakeholders' Relationship Committee Meeting along with theirmeetings held/attended is as follows:

Details of Stakeholders' Relationship Committee Meeting:-

Independent director's committee

There are two independent directors in the company as at 31st March 2022 and they heldone meeting which is summarized below:

Details of independent director's committee meetings

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 31stMarch2020 the applicable accounting standards have been followed along with proper explanationrelating to material departures; (b) such accounting policies and applied themconsistently and made such judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year at 31stMarch 2020 and of the profit and loss of the company for thatperiod; (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 internalfinancial controls have been laid down which are adequate and were operating 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 INDEPENDENT DIRECTORS 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 2021-22.

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

Details of Related Party Transaction are disclosed in the note no. 2B.12 (ii) of Notesto accounts annexed to the financial statements.

12. DIVIDEND

During Financial Year 2021-22 Board of Directors does not form any Dividend policy anddid not recommended any Dividend to Shareholders of the Company.

13. RESERVES

During Financial Year 2021-22 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 THE COMPANY

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.

EXCHANGE EARNINGS AND OUTGO

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:

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.

18. SHARE CAPITAL

During FY 2021-22 there is no change in the capital structure of Company. TheAuthorised Share Capital of Company is Rs. 65000000/- (Rs. Six Crore and Fifty Lakhsonly) and Paid up share Capital of Company is Rs. 60597000/- (Rs. Six Crore Five Lakhand Ninety Seven Thousand only).

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the board of Directors of the Company duly constituted asper provisions of the Companies Act 2013.

There were change in composition of the Board of Directors as detailed below:

Mr. Mahesh Sharma Resigned from the post of Independent Director of the company on09.08.2021 and Mr. Deepak Arora is appointed as Independent Director on 14.08.2021.

Thus the Board of Directors of BMB Music and Magnetics Limited is a balancedone with an optimum mix of Executive and Non Executive Directors. They show activeparticipation at the board and committee meetings which enhances the transparency andadds value to their decision making.

As on 31stMarch 2022 the Board of the company consists of five (5) Directors. Thecomposition and category of Directors is as follows:

Mr. Sohan Kanwar Bokadia Director of the Company is liable to be retired by rotationin the ensuing Annual General Meeting and is also eligible to be re-appointed as director.

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 2021-22pursuance 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

The Board of Directors has based on the recommendation of the Audit Committee at itsmeeting held on August 13 2022 proposed the re-appointment of M/s Vinod Singhal &Co./LLP Chartered Accountants as the statutory auditors of the Company for a next termof five years to hold office from the conclusion of this Annual General Meeting till theconclusion of the Thirty Sixth Annual General Meeting of the Company to be held in thecalendar year 2027. The Audit Committee has considered the qualifications and experienceof the proposed auditors and has recommended their appointment. The Board of Directors hasalso considered the mater and recommends the passing of the Ordinary Resolutionre-appointing M/s Vinod Singhal & Co./LLP Chartered Accountants having registrationNo. 005826C/ C400276 allotted by The Institute of Chartered Accountants of India (ICAI) asstatutory auditors as per the provision of the section 139 (2) of the Companies Act 2013.Written consent of the proposed auditors together with a certificate that the appointmentif made shall be in accordance with the Section 139 read with Section 141 of the Act andconditions specified in Rule 4 of the Companies (Audit and Auditors) Rules 2014 has beenreceived.

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. ATCS &Associates Company Secretaries have been appointed Secretarial Auditors of the Companyfor the financial year 2021-22. The report of the Secretarial Auditors is enclosed as Annexure-I.

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.

OPERATIONS IN FUTURE

There was no such order passed by any Authority during the year 2021-22. No such casesare pending with any Authority.

REFERENCE TO THE FINANCIAL 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 2021-22 and as such noamount of principle or interest was outstanding as of the Balance Sheet date.

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 importantassets. Your Company thrust is on the promotion of talent internally through job rotationand job enlargement.

32. CORPORATE GOVERNANCE

The paid up equity share capital of the Company is not exceeding rupees ten crores andnet worth is not exceeding rupees twenty five crores as on the last day of the previousfinancial year the Company has decided not to follow with the corporate governanceprovisions of SEBI (LODR) Regulations 2015 hence the report prescribed under Schedule V(C) is not part of this report. However The Company has endeavored to follow voluntarilycorporate governance principles during the previous financial year.

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.

33. INVESTOR GRIEVANCE REDRESSAL

There were no pending complaint or share transfer cases as on 31stMarch 2022 as perthe certificate given by RTA.

34. MANAGEMENT DICUSSION AND 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 under anyscheme. 3. There were no frauds found which have been reported to the Audit Committee /Board members as well as to the Central Government. Further there was no fraud reportedby auditors under section 143 (12) of the Companies Act 2013.

36. STATEMENT REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.

37. 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.