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BMB Music & Magnetics Ltd.

BSE: 531420 Sector: Media
NSE: N.A. ISIN Code: INE644K01016
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NSE 05:30 | 01 Jan BMB Music & Magnetics Ltd
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OPEN 1.80
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VOLUME 5494
52-Week high 2.92
52-Week low 1.80
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

BMB Music & Magnetics Ltd. (BMBMUSIC) - Director Report

Company director report

To

The Members

BMB Music and Magnetics Limited

Your Directors have the pleasure of presenting the 29thAnnual Report of thecompany together with financial statements for the Financial Year ended March 31 2020.

1. FINANCIAL SUMMARY

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

(Amount Rs.)
Particulars 2019-20 2018-19
Revenue from Operations 1389634.57 -
Other Income - -
Profit before Interest and Depreciation and Tax -1940760.73 -2721538.49
Finance Cost 10386 0
Depreciation 436879.42 485414.07
Net Profit before Tax -2388025.15 -2236124.42
Tax Expense - -
Deferred Tax - -231668.10
Net Profit after Tax -2388025.15 -2004456.32

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 the period under review the company has earned turnover of Rs. 1389634.57 inthe current financial year and suffered a net loss of Rs. 2388025.15/- in comparison tothe Further normal business operations of the company has been effected at the end of yeardue to COVID-19 PANDEMIC and Nationwide lockdown declared by Govt. of India in March-2020due to COVID -19. The company has resumed its business activities in line with guidelinesissued by Govt. authorities and taken all appropriate steps to smoothen operations andstrengthen liquidity position. The Company has assessed the impact of this pandemic on itsbusiness operations and has considered all relevant internal and external informationavailable to determine the impact on the Company's revenue from operations for foreseeablefuture and the recoverability and carrying value of certain assets such as property plantand equipment investments inventories trade receivables etc. The impact of COVID-19pandemic on the overall economic environment being uncertain may affect the underlyingassumptions and estimates used to prepare Company's financial statements which may differfrom that considered as at the date of approval of the financial statements. However theCompany does not anticipate any challenges in its ability to continue as going concern ormeeting its financial obligations. As the situation is unprecedented while the lockdownis gradually lifting the Company is closely monitoring the situation as it evolves in thefuture.

3. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return inMGT-9 as a part of this Annual Report as ANNEXURE I .

4. BOARD MEETINGS

During the Financial Year 2019-20 the Company held four 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:-

S. No. Name of Directors Date of meeting and their attendance in each meeting Total no. of Meetings attended by each Director
30.05.2019 12.08.2019 14.11.2019 14.02.2020
1 Mr. Mahesh Sharma Four(4)
2 Mr. Azagan Thamizmane Vadaseri Alagappa Four(4)
3 Mr. Kastoor Chand Bokadia Four(4)
4 Mrs. Sohankawar Kastoorchand Bokadia Four(4)
5 Mr. Mahip Jain Four(4)

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 31stMarch2020. The detail of the composition of the Audit committee along with their meetingsheld/attended is as follows:

Details of Audit Committee Meeting:-

Sr. No. Date of Meeting Name of Committee Members and their attendance in each meeting
Mr. Mahesh Sharma Mrs. Sohankawar Kastoorchand Bokadia Mr. Mahip Jain
Designation Chairman Member Member
1. 30.05.2019
2. 12.08.2019
3. 14.11.2019
4. 14.02.2020
Total no. of Meetings attended by each Committee Members Four(4) Four(4) Four(4)

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 on 31stMarch2020 the detail of the composition of the Nomination and Remuneration Committee Meetingalong with their meetings held/attended is as follows:

Details of Nomination and Remuneration Committee Meeting:-

Sr. No. Date of Meeting Name of Committee Members and their attendance in each meeting
Mr. Mahesh Sharma Mrs. Sohankawar Kastoorchand Bokadia Mr. Mahip Jain
Designation Chairman Member Member
1. 12.08.2019
2. 14.02.2020
Total no. of Meetings attended by each Committee Members 2(Two) 2(Two) 2(Two)

SALIENT FEATURES OF NOMINATION AND REMUNERATION COMMITTEE

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 Resource department will inform the Committee the requisite details onthe proposed increments for every Annual Salary Review cycle / process including payoutsfor 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 31stMarch 2020 the detail of the composition of the Stakeholders' Relationship CommitteeMeeting along with their meetings held/attended is as follows:

Details of Stakeholders' Relationship Committee Meeting:-

Sr. No. Date of Meeting Name of Committee Members and their attendance in each meeting
Mr. Azgan Thamizmane Vadaseri Alagappa Mr. Mahesh Sharma Mrs. Sohankawar Kastoorchand Bokadia
Designation Chairman Member Member
1. 14.02.2020
Total no. of Meetings attended by each Committee Members 1(One) 1(One) 1(One)

Independent director's committee

There are two independent directors in the company as at 31st March 2020and they held one meeting which is summarized below:

Details of independent director's committee meetings

Sr. No. Date of Meeting Name of Committee Members and their attendance in each meeting
Mr. Mahip Jain Mr. Mahesh Sharma
1. 14.02.2020
Total no. of Meetings attended by each Committee Members 1(One) 1(One)

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 them consistently and made such judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year at 31stMarch 2020and of the profit and loss of the company for that period;

(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 internal financial controls have been laid down which are adequate and wereoperating 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 2019-20.

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 2019-20 Board of Directors does not form any Dividend policy anddid not recommended any Dividend to Shareholders of the Company.

13. RESERVES

During Financial Year 2019-20 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 THECOMPANY

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.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

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:

a. Foreign exchange earnings: NIL
b. Foreign exchange outgo: NIL

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 2019-20 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 is no change in composition of the Board of Directors as detailed below.

Thus the Board of Directors of BMB Music and Magnetics Limited is a balanced one withan optimum mix of Executive and Non Executive Directors. They show active participation atthe board and committee meetings which enhances the transparency and adds value to theirdecision making.

As on 31stMarch 2020 the Board of the company consists of five (5)Directors. The composition and category of Directors is as follows:

Category Number of Directors Name of Directors Promoter/ Promoter Group
Mr. K. C. Bokadia Yes
Executive Directors 2 Mr. Azgan Thamizmane Vadaseri Alagappa No
Non- Executive Directors 1 Mrs. Sohankanwar Bokadia Yes
Non- Executive Mr. Mahesh Sharma No
Independent Directors 2 Mr. Mahip Jain No

Mr._Azgan Thamizmane Vadaseri Alagappa director of the Company who also holds theposition of Chief Finance Officer (CFO) is liable to be retired by rotation in the ensuingAnnual General Meeting and is also eligible to be re-appointed as director.

Further Mr. K.C. Bokadia Managing director of the Company has attained the age of 72years and has been proposed to be re-appointed to hold the office of Managing Director inthe ensuing Annual General Meeting.

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 2019-20pursuance 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

M/s Vinod Singhal & Co. Chartered Accountants have been appointed as statutoryauditors of the company at the Annual General Meeting held on 30/09/2017 for a period offive years.

The Auditors' Report on financial statements forms part of the Annual Report. TheAuditors' Report does not contain any qualifications reservations adverse remarksdisclaimer or emphasis of matter. Notes to the Financial Statements are self-explanatoryand do not call for any further comments.

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 2019-20. The report of the Secretarial Auditors is enclosed asAnnexure-II.

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.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no such order passed by any Authority during the year 2019-20. No such casesare pending with any Authority.

28. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL 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 2019-20 and as such noamount of principle or interest was outstanding as of the Balance Sheet date.

30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT 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 31stMarch2020 as per the 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 underany scheme.

3. There were no frauds found which have been reported to the Audit Committee / Boardmembers as well as to the Central Government. Further there was no fraud reported byauditors 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.

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