To The Members
BOMBAY TALKIES LIMITED
Your directors have pleasure in presenting herewith their 34th Annual Reporttogether with the Audited Statements of Accounts of the Company for the year ended 31stMarch 2018.
FINANCIAL HIGHLIGHTS :
The financial highlights of the company for the year ended 31st March 2018 aresummarized as below:
|Particulars ||Year ended 31st March 2018 ||Year ended 31st March 2017 |
|Income for the year ||20676200.00 ||17356650.00 |
|Expenditure for the year excluding Depreciation and || || |
|Amortization Exp. ||17017453.60 ||17846801.00 |
|Profit or Loss before Depreciation and Amortization Exp. ||3658746.40 ||(490151.00) |
|Less: Depreciation and Amortization Exp. ||(109615.00) ||(109615.00) |
|Profit or Loss after Depreciation and Amortization Exp. || || |
|But before Tax ||3549131.40 ||(599766.00) |
|Less: Tax Expense ||- ||- |
|Profit/(Loss) after tax ||3549131.40 ||(599766.00) |
|Add: Balance Profit/(Loss) B/F from the previous Year ||763548.39 ||1363314.39 |
|Balance Profit / (Loss) C/F to the next year ||4312679.79 ||763548.39 |
CHANGE IN THE NATURE OF BUSINESS (if any):
There is no change in the nature of the business of the company during the financialyear ended 31st March 2018.
Your Directors have not recommended any dividend for the Financial Year ended March 312018.
No amount was transferred to the reserves during the financial year ended 31st March2018.
SHARE CAPITAL :
The paid up equity share capital as at March 31 2018 stood at Rs350000000/- (Rupees. Thirty Five Crores Only). There is no change in the share capitalof the company during the financial year.
RESULT OF OPERATION & STATE OF COMPANY S AFFAIRS :
During the year under review the Company has incurred a net Profit Rs. 4312679.79 incomparison to last year s net Loss of Rs. 763548.39 Barring unforeseen events yourDirectors expect to achieve good results in the coming years.
SUBSIDAIRY AND ASSOCIATES COMPANIES :
There are no companies which have become or ceased to be the Subsidiary or AssociatesCompanies during the financial Year 2017-18
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS :
The Board of Directors meet 5 (five) times during the financial year 2017-2018. Thenecessary quorum was present for all the meetings.
CORPORATE GOVERNANCE :
A report on corporate governance as required in the terms of provision of schedule Vof the SEBI (Listing Obligations and Disclosure Requirements) regulations 2015 togetherwith the Auditors certificate thereon is annexed herewith.
EXTRACT OF ANNUAL RETURN :
Pursuant to the provisions of section 134(3)(a) of the Companies Act 2013. Extract ofthe Annual return as on March 31 2018 as prescribed under section 92(3) of the CompaniesAct. 2013 read with relevant rules is attached as ANNEXURE and form part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
3 a) There has been change in the constitution of Board of Directors of the companyduring the year under review i.e. the structure of the Board is -
|Din No. ||Name of the Director ||Date of Appointment ||Date of Resignation |
|00517067 ||MAHENDRAKUMAR BASUDEO JHAJHARIA ||15/03/2017 || |
|06642157 ||DHARMESH KOTAK ||15/04/2017 || |
|07854193 ||ANAYSHA PATEL ||15/06/2017 || |
|07857458 ||NIKHIL MUNNA LODH ||15/06/2017 || |
b. Retirement by rotation: Mr. Mahendrakumar Jhajharia Director and Nikhil LodhDirector retires by rotation at this AGM and is eligible for reappointment. He isproposed to be reappointed as a Director at this AGM.
a) In view of the applicable provisions of the Companies Act 2013 the Company is notmandatorily required to appoint any whole time KMPs.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 :
The company has not entered into any related party transactions which fall undersection 188(1) of the Companies Act 2013 during the year under review. Therefore theprovisions of Section 188(1) of the Companies Act 2013 were not attracted and disclosurein Form AOC-2 is not required.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY :
The company has not given any Loans & Guarantees or provided any security and hasnot made any investment during the financial year 2017-18. Thus the provisions of Section186 of the Companies Act 2013 is not applicable to the company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS :
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and company s operations in future.
DIRECTORS RESPONSIBILITY STATEMENT :
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that
a) In the preparation of the annual accounts for financial year ended 31st March 2018the applicable accounting standards have been followed and there is no material departuresfrom the same;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that year;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts for the financial year ended 31stMarch 2018 on a going concern basis;
e) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
BOARD S COMMENT ON THE AUDITORS REPORT :
The observations of the Statutory Auditors when read together with the relevant notesto the accounts and accounting policies are self explanatory. The Auditors Report does notcontain any qualification reservation or adverse remark.
APPOINTMENT OF STATUTORY AUDITOR :
Ritesh Burad & Co Chartered Accountants existing Auditors of the Company wereappointed for a period of two years by the Board of Directors of the company in meetingheld on 02ND November 2018. Their appointment for the second year to audit theaccounts for the financial year beginning on 1st April 2018 to 31st March2018 requires ratification by the members. They are eligible and available forre-appointment.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS :
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct 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 the timely preparation ofreliable financial disclosures.
RISK MANAGEMENT POLICY :
Risk Management is an integral part of the Company s business strategy. The Board setsand approves the strategic plans and objectives for risk management and risk philosophy.The Board of Directors has adopted a Risk Management Policy.
CORPORATE SOCIAL RESPONSIBILITY (CSR) :
Provision of Schedule VII of the Companies Act 2013 read with Companies CorporateSocial Responsibility Policy Rules 2014 are not applicable to the Company during the yearunder review.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS/ OUTGO:
In accordance with the provisions of Section 134 (3)(m) of the Companies Act 2013 readwith Rule 8 (3) of Accounts of Company Rules 2014 there is no energy conservationtechnology absorption etc. during the Financial Year 2017-18. There is no foreignexchange earnings and outgo during the year.
The Company has not accepted any deposits during the year under review.
DISCLOSURE UNDER SECTION 134(1) OF THE COMPANIES ACT 2013
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this report.
STATEMENT PURSUANT TO SEBI LISTING REGULATIONS
The Company s shares are listed with BSE Ltd. your company has paid the Listing Feesand there are no arrears.
Your Directors express their appreciation and gratitude for the continued co-operationsupport and assistance provided by all the valued channel partners DistributorSuppliers Bankers Shareholders the Central Government and State Government.
For Order of the Board of Directors
Din No. 00517067
Place : Mumbai
Din No. 00416828
Dated : 10th May 2018.