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Bombay Talkies Ltd.

BSE: 511246 Sector: Financials
NSE: N.A. ISIN Code: INE910D01024
BSE 00:00 | 04 Mar Bombay Talkies Ltd
NSE 05:30 | 01 Jan Bombay Talkies Ltd
OPEN 9.96
52-Week high 9.96
52-Week low 0.00
Mkt Cap.(Rs cr) 54
Buy Price 0.00
Buy Qty 0.00
Sell Price 9.96
Sell Qty 21836.00
OPEN 9.96
CLOSE 9.96
52-Week high 9.96
52-Week low 0.00
Mkt Cap.(Rs cr) 54
Buy Price 0.00
Buy Qty 0.00
Sell Price 9.96
Sell Qty 21836.00

Bombay Talkies Ltd. (BOMBAYTALKIES) - Director Report

Company director report

To The Shareholders

Your Directors have pleasure in presenting the 37th Annual Report along withthe Audited Financial statements of the Company for the financial year ended 31stMarch 2021.

1. Financial Results:

Particulars Year ended 31st March 2020 Year ended 31st March 2021
Income for the year 5.27 8.87
Expenditure 13.53 15.00
Profit or (Loss) before Depreciation and
Amortization Exp. (8.26) (6.13)
Less: Depreciation and Amortization Exp. - -
Profit or Loss after Depreciation and Amortization
Exp. But before Tax (8.26) (6.13)
Less: Tax Expense - -
Profit/(Loss) after tax (8.26) (6.13)

2. Business performance

The Company does not have divisions therefore division wise working details are notapplicable. Total revenue from operations of the Company was Rs. 5.27 lacs for the yearended 31st March 2021 as against Rs. 8.87 Lacs for the year ended 31stMarch 2020. During the financial year 2020-21 the Company incurred a loss of Rs. 8.26Lacs as compared to Loss of Rs. 6.13 Lacs in previous year

3. Share capital

The paid up equity capital as on March 31 2021 is Rs. 54000000/- divided into54000000 equity shares of Re. 1/- each. During the year under review the Company hasnot issued bonus shares nor issued shares with differential voting rights nor grantedstock options nor sweat equity and nor buy back its own securities.

4. Dividend:

Your Directors do not recommend any dividend for the equity shareholders for thefinancial year 2020-21.

5. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOut-Go:

A) Conservation of energy:

(i) The steps taken or impact on conservation of energy; Nil

(ii) The steps taken by the company for utilizing alternate sources of energy; Nil

(iii) The capital investment on energy conservation equipment; Nil

Note: - The Company does not have any manufacturing activities which require heavyconsumption of energy. The company uses latest technology low energy consumption productsin its office.

B) Technology absorption:

(i) The efforts made towards technology absorption: Nil

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: Nil

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year): Nil

a) The details of technology imported: Nil

b) The year of import; Nil

c) Whether the technology been fully absorbed; Nil

d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof; Nil and

(iv) The expenditure incurred on Research and Development. Nil

Note: - In respect of the Nature of the Business of the company there was norequirement of any technology.

C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows. -No Foreign Exchange is earnedor spent by the company during the year under review.

6. Directors and Key Managerial Personnel

A) Changes in Directors and Key Managerial Personnel:

i) As per the provisions of Section 149 and 152 of the Companies Act theshareholders at their Annual General Meeting held on 30th December 2020 (Lastyear AGM) had approved the re-appointment of all existing Independent Directors of theCompany for tenure of up to five consecutive years. None of the Independent Directors areliable to retire by rotation.

ii) In accordance with section 149(7) of the Companies Act 2013 eachIndependent Director has confirmed to the Company that he or she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

iii)Further in accordance with provisions of Section 152 of the Companies Act 2013the shareholders had also approved the variation in the terms of appointment of Mr.Dharmesh Kotak making him liable to retire by rotation.

B) Declaration by Independent Director(s) and reappointment if any

Presently Ms. Vandana Gupta and Ms. Gunjan Mittal were appointed as an IndependentDirector of the Company w.e.f March 25 2021. *Ms. Taniya Ravindra Kolhatkar was appointedas additional Independent Directors of the Company w.e.f 3rd September 2021.Ms. Harshali Bhagwan Zine resigned from the post of directorship wef f 3rdSeptember 2021.

* Ms. Taniya Ravindra Kolhatkar has been recommended by the board for his appointmentin this Annual General Meeting as Non-Executive Independent Director who is presentlyappointed as Additional Director.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

7. Director's Responsibility Statement:

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory Costand Secretarial Auditors and external consultant(s) including audit of internal financialcontrols over financial reporting by the statutory auditors reviews performed by themanagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls were adequate and effectiveduring the financial year 2020-21.

Accordingly pursuant to Section 134(5) of the Companies Act 2013 Board of Directorsto the best of its knowledge and ability confirm that:

i) In the preparation of the annual accounts the applicable accountingstandards have been followed.

ii) The directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year 2020-21 and of the Loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such system was adequate and operatingeffectively.

8. Meetings:

The Board of Directors met five times during the year. Details of Board meetings arelaid out in Corporate Governance Report which forms a part of Annual Report.

9. Particulars of Loans Guarantees or Investments:

The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013 during the Financial Year 2020-21.

10. Contracts and Arrangements with Related Parties:

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis and are reviewed by the Audit Committee of the Board. During the year the Companyhas not entered into any contract/arrangement/transaction with related parties which couldbe considered material in accordance with the policy of the Company on materiality ofrelated party transactions. A Policy on related party transactions and dealing withrelated parties as approved by the Board has been posted on the Company's as "Annexure A."

11. Extract of Annual Return:

The extract of Annual Return as provided under section 92(3) of the Companies Act 2013in the prescribed Form MGT 9 forms part of this Annual Report and is annexed herewith andmarked as "Annexure B". 12. Nomination and Remuneration Committee:

The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.

13. Risk Policy:

Business risk evaluation and management is an ongoing process within the Company as perthe risk management policy established by the board. The Company understands that riskevaluation and risk mitigation is a function of the Board of the Company and the Board ofDirectors is fully committed to developing a sound system for identification andmitigation of applicable risks viz. systemic and non-systemic. The Board of Directors hasapproved a Risk Management Policy as per which the Company is in the process ofidentifying critical risks of various departments within the Company. Once identified asound mitigation system will be put in place. Further the Board is of the opinion that atpresent there are no material risks that may threaten the functioning of the Company.

The Company has a Risk Management framework in place to identify assess monitor andmitigate various risks to the business. This framework seeks to minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The frameworkalso defines the risk management approach across the enterprise at various levels. RiskManagement forms an integral part of the Company's planning process. Risk ManagementCommittee of the Board reviews the process of risk management. The details of theCommittee and its terms of reference are set out in the Corporate Governance Reportforming part of the Board's Report

14. Corporate Social Responsibility Initiatives:

The provisions of section 135 about constitution of Corporate Social ResponsibilityCommittee are not applicable to the Company. Hence the company has not formed the same.

15. Change in the Nature of Business if Any:

During the year there was no change in the nature of business of the Company or any ofits subsidiaries.

16. Details of Subsidiary/Joint Ventures/Associate Companies:

The company does not have any subsidiary companies or joint venture companies orassociate companies during the year under review. Also there was no company which havebecome or ceased to become the subsidiaries/joint ventures/associate company (ies) duringthe year.

17. Deposits:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

18. Significant and Material Orders Passed by the Regulators or Courts or Tribunals:

During the financial year under review there were no significant and / or materialorders passed by the Regulatory/ Statutory Authorities or the Courts which would impactthe going concern status and its future operations.

19. Internal Control Systems and their Adequacy:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.

20. Particulars of Employees and related disclosures:

Details of Managerial Remuneration required pursuant to Section 197 and Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asAnnexure-C.

21. Corporate Governance:

As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancetogether with a certificate from the Company's Secretarial Auditors forms part of thisreport. The company believes in and practices good corporate governance. The Companymaintains transparency and also enhances corporate accountability. The following formspart of this Annual Report:

i. Declaration regarding compliance of Code of Conduct by Board Members and

Senior Management Personnel;

ii. Management Discussion and Analysis;

iii. Report on the Corporate Governance; and

iv. Auditors' Certificate regarding compliance of conditions of CorporateGovernance

22. Audit Committee:

The Audit Committee comprises of Mr. Nikhil Munna Lodh who serves as the Chairman ofthe Committee and Mr. Dharmesh Kotak and Ms. Harshali Bhagwan Zine as other members. Theterms of reference of the Audit Committee has been furnished in the Corporate GovernanceReport forming a part of this Annual Report. All the recommendations made by the AuditCommittee during the year were accepted by the Board.

23. Stakeholders' Relationship Committee:

The composition and terms of reference of the Stakeholders' Relationship Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.

24. Remuneration Policy:

The Board has on the recommendation of the Nomination and Remuneration Committeeadopted the Remuneration Policy which inter-alia includes policy for selection andappointment of Directors Key Managerial Personnel Senior Management Personnel and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

25. Familiarisation Programme For Board Members:

The Company is required to conduct the Familiarization Programme for IndependentDirectors (IDs) to familiarize them about the Company and their roles rightsresponsibilities in the Company. The Familiarization Programme is stated in the CorporateGovernance Report forming part of this Annual Report. The details of such FamiliarizationProgramme for directors may be referred to at the website of the Company

26. Board Evaluation:

Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 your Company has adopted the RemunerationPolicy with comprehensive procedure on performance evaluation. Chairman of the Nominationand Remuneration Committee who is an Independent Director of the Board conducted aone-to-one session with each Director to understand their points of view on the parametersfor performance evaluation.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations ethics and compliances financial reportingprocess and monitoring activities.

Performance parameters for the Board as a collective body included parameters likequalification and diversity of Board members method and criteria for selection ofindependent directors to ensure independence availability appropriateness clarity ofunderstanding on risk scenarios faced by the Company existence sufficiency andappropriateness of policy on dealing with potential conflicts of interest involvement ofBoard members in long –term strategic planning etc.

Based on these criteria the performance of the Board various Board CommitteesChairman and Individual Directors (including Independent Directors) was found to besatisfactory.

Independent Directors have conducted its meeting without the participation of otherNon-Independent Directors and members of management and reviewed the performance of Boardits Committee Chairman and Individual Directors. On the basis of the review by theIndependent Directors they hold unanimous opinion that the Non-Independent Directorsincluding the Chairman to the Board have abundant knowledge in their respective fields andare experts in their areas.

27. Auditors:

CA. Ruby Bora Chartered Accountant Statutory Auditor of the Company retire at theensuing Annual General Meeting and being eligible offer themselves for reappointment.They have furnished a Certificate to the effect that their appointment will be inaccordance with the limits specified in Section 139 read with Section 141 of the CompaniesAct 2013. You are requested to consider their appointment.

There is no audit qualification for the year under review

28. Statutory Auditors' Observations:

The notes on financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors Report does notcontain any qualification reservation or adverse remark.

29. Secretarial Audit:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 K Sonee & CompanyPracticing Company Secretary was appointed to conduct the Secretarial Audit of the Companyfor the financial year ended March 31 2021. The Secretarial Audit Report is annexedherewith as "Annexure D"

30. Board's Response on Auditors Qualification Reservation or Adverse Remark ordisclaimer Made:

There are no qualifications reservations or adverse remarks made by the StatutoryAuditors in their report or by the Company Secretary in Practice in the Secretarial AuditReport.

31. Vigil Mechanism/ Whistle Blower Policy:

The Company has a vigil mechanism named ‘BTL' in terms of Section 177 of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 to deal with instance of fraud and mismanagement if any and to reportconcerns about unethical behavior wrongful conduct and violation of the Company's code ofconduct or ethics policy. The details of the said policy are explained in the CorporateGovernance Report and also posted on the website of the Company

32. Disclosures Under Sexual Harassment of Women at workplace (Prevention

Prohibition & Redressal) Act 2013:

The Company is committed to provide a safe & conducive work environment to itsemployees and has formulated ‘Policy for Prevention of Sexual Harassment' toprohibit prevent or deter any acts of sexual harassment at workplace and to provide theprocedure for the redressal of complaints pertaining to sexual harassment therebyproviding a safe and healthy work environment. During the year under review no case ofsexual harassment was reported.

33. Prevention of Insider Trading:

The Company has adopted a Code of Conduct for prevention of insider trading with a viewto regulate trading in securities by the Directors and designated employees of thecompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.

34. Appreciations:

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous co-operation and assistance.

By Order of the Board
Sd/- Sd/-
(Nikhil Munna Lodh) (Dharmesh Kotak)
Place : Mumbai Executive Director Director
Dated : 3rd September 2021 DIN: 07857458 DIN : 06642157