| Dear Members,
The Directors have the pleasure of presenting the 24th Annual Report
of the company together with Audited Accounts and Cash Flow Statement
for the Financial Year ended March 31, 2015.
1. FINANCIAL SUMMARY
The Board's Report shall be prepared based financial statements of the
company.
(Amount Rs.)
Particulars 2014-15 2013-14
Revenue from operation and 1,19,10,410.00 6,50,000.00
other income
Less: operating cost 1,95,55,041.00 13,84,075.00
Operating profit/PBDIT (76,44,631.00) (7,34,075.00)
Less: Finance charges 1,31,857.00
Less: Depreciation & 1,71,34,295.40 18,18,496.00
Amortization Expenses
Profit before tax &Extra- (2,47,78,926.40) (26,84,428.00)
ordinary items
Less: Extra-ordinary items 1,16,39,630.00
Profit before tax(PBT) (3,64,18,556.40) (26,84,428.00)
Less: Current Taxes -
Add: Deferred Taxes 52,60,749.00 5,22,211.00
Profit after Tax(PAT) (3,11,57,807.40) (21,62,217.00)
No. of shares 60,59,700 60,59,700
EPS (5.14) (0.36)
The Company has released a movie during the year under review and there
was operating loss or Rs. 76.44 lacs. Further, the company has to
charge Depreciation according to the new Schedule of the Companies Act,
2013 on the basis of useful life of the Fixed Assets. The Company has
charged Rs. 171.34 Lacs as Depreciation from Profit & Loss account in
addition to the Extra-ordinary expense of Rs. 116.39 Lacs. As such the
Company has incurred a Loss of Rs. 311.58 Lacs during the period under
review.
2. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as ANNEXURE I.
3. BOARD MEETINGS
The company met six times during the financial year 2014-15 on 30th May
2014, 14th August 2014, 4th October 2014, 15th November 2014, 14th
February 2015 and 30th March 2015. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013
and Clause 49 of Listing Agreement.
4. 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 31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(b) such accounting policies and applied them consistently and made
such judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the
end of the financial year at 31st March,2015 and of the profit and loss
of the company for that period;
(c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets 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 were operating effectively.
(f) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
5. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT. IF
ANY
All Independent Directors of the company have given declaration that
they meet the criteria of independence as provided in sub-section (6)
of Section 149 of the Companies Act, 2013.
6. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not given any Loan or provided any Guarantee or
Security against any Loan during the year 2014-15.
7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no related party transactions during the year 2014-15.
8. DIVIDEND & RESERVES
There was huge losses in the year 2014-15, as such the Board of
Directors were not considered for dividend and transfer to Reserves.
9. 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 the Company which have occurred between the end of the
financial year to which the financial statements relate and the date of
the report.
10. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
* Conservation of Energy: Company activities do not involve any
significant energy consumption.
* Foreign Exchange earnings and outgoings:
a. Foreign exchange earnings: NIL
b. Foreign exchange outgo: NIL
11- RISK MANAGEMENT POLICY
The company followed well established risk management assessment and
minimization procedures which are periodically reviewed by the Board.
12. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration and Compliance Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
13. SHARE CAPITAL
The company did not raise any further capital during the year.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Azagan Thamizmane Vadaseri Alagappa, Director of the Company is to
retire by rotation at the forthcoming Annual General Meeting and being
eligible, offer themselves for reappointment.
Mr. Vinay Jain, Mr. Mahesh Sharma and Mr. Jaidev Chakravorty have been
appointed as Independent Directors for a term of 5 years as per
requirement of Companies Act, 2013.
Mr. Mahaveer Chand Bokadia and Mr. Rajesh Jain have resigned from the
Directorship of the Company during the year 2014-15. The Board of
Directors noted their contribution and appreciation in the development
of the Company.
Mrs. Sohan kawar Kastoor Chand Bokadia has been appointed as Additional
Director with effect from 30th March, 2015 for Mr. Azagan Thamizmane
Vadaseri Alagappa has been appointed as Chief Financial Officer with
effect from 30th March, 2015
Ms. Shivani Jain has resigned from the post of Company Secretary and
Mr. Mahendra Singh Rajput was appointed as Company Secretary. Later on
Mr. Mahendra Singh Rajput has also resigned and Ms. Mini Choudhary has
been appointed as Company Secretary with effect from 30th March, 2015.
15. PARTICULARS OF EMPLOYEES
Pursuant to the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, statement of particulars of employees is NIL.
16. COMMIT TES OF THE BOARD
There are currently three committees of the Board which are follows:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders' Relationship Committee
17. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration.
18. AUDITORS
M/s Sarda Soni & Associates, Chartered Accountants, Statutory Auditors
of the Company will hold office till the conclusion of this Annual
General Meeting and are eligible for re-appointment. The Company
received a certificate from M/s Sarda Soni & Associates, Chartered
Accountants, Statutory Auditors to the effect that their
re-appointment, if made, would be in accordance with the provisions of
Section 141 of the Companies Act, 2013. As per the provisions of
Companies Act, 2013, they are being re-appointed till the conclusion of
the next Annual General Meeting.
19. AUDITORS' REPORT
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
20. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under, M/s.
JAKS & Associates, Company Secretaries have been appointed Secretarial
Auditors of the Company for the financial year 2014-15. The report of
the Secretarial Auditors is enclosed as Annexure-ll. The report is
self-explanatory and do not call for any further comments.
21. INTERNAL FINANCIAL CONTROLS
The Company has well defined mechanism in place to establish and
maintain adequate internal controls over all operational and financial
functions .
22. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at
www.bmbmusicandmagneticsltd.com under investors/policy documentsA/vigil
Mechanism Policy link.
23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANDS
OPERATIONS IN FUTURE
There was no such order passed by any Authority during the year
2014-15. No such cases are pending with any Authority.
24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company has well defined mechanisms in place to establish and
maintain adequate internal controls over all operational and financial
functions considering the nature, size and complexity of its business.
25. DEPOSITS
The Company has not accepted any deposits during the year 2014-15 and,
as such, no amount of principle or interest was outstanding as of the
Balance Sheet date.
26. 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 workplace and has set up Committee for implementation of said
policy. During the year Company has not received any complaint of
harassment.
27. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most important
assets. Your Company thrust is on the promotion of talent internally
through job rotation and job enlargement.
28. LISTING WITH STOCK EXCHANGES
The Company's securities are listed on Bombay Stock Exchange and the
listing fee has been duly paid for the year 2014-15. Scrip Code on BSE
is 531420.
29. ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation for
the continued support and co operation the Government of India, BSE,
NSDL, CDSL, all stakeholders, bankers, State Governments and other
Government agencies for their continuing support and look forward for
the same support in the future.
By Order of the Board of Directors
(Kastoor Chard Bokadia)
DIN No. (01828803)
Chairman cum Managing Director
Date: 30th May, 2015
Place: Jaipur |