bmb music magnetics ltd Directors report

To,

The Members,

BMB Music and Magnetics Limited

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

1.FINANCIAL SUMMARY

The Boards Report shall be prepared based financial statements of the company.

Particulars	2021-22	2020-21
Revenue from Operations	Nil	Nil
Other Income	-	-
Profit before Interest and Depreciation and Tax	-27,95,761.22	-6,16,888.08
Finance Cost	11,694.98	6,231.58
Depreciation	4,597.12	13,414.23
Net Profit before Tax	-28,12,053.32	-5,97,242.25
Tax Expense	-	-
Deferred Tax	-	-
Net Profit after Tax	-28,12,053.32	-5,97,242.25

2. STATE OF COMPANYS AFFAIRS

Our Company is engaged in the business of Producing Films and Movies and Composition of Music and other related work. The Company during its life time achieved great success year and targeted many big projects which were successful with great achievements. During the period under review, the company has Nil turnover in the current financial year and suffered a net loss of Rs. -28,12,053.32/-. Further normal business operations of the company has been effected at the beginning of year. The company has resumed its business activities in line with guidelines issued by Govt. authorities and taken all appropriate steps to smoothen operations and strengthen liquidity position. The Company has assessed the impact of this pandemic on its business operations and has considered all relevant internal and external information available to determine the impact on the Companys revenue from operations for foreseeable future and the recoverability and carrying value of certain assets such as property, plant and equipment, investments, inventories, trade receivables etc. The impact of COVID-19 pandemic on the overall economic environment being uncertain may affect the underlying assumptions and estimates used to prepare Companys financial statements, which may differ from that considered as at the date of approval of the financial statements. However, the Company does not anticipate any challenges in its ability to continue as going concern or meeting its financial obligations. As the situation is unprecedented, while the lockdown is gradually lifting, the Company is closely 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 web address, if any, where the Annual Return referred to in sub section (3) of Section 92 has been 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 of Directors as per Section 173 of Companies Act, 2013 which is summarized below.

The provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015 were adhered to while considering the time gap between two meetings.

Details of Board Meeting:-

S. Name of Directors	Date of meeting and their attendance in each meeting						Total no. of Meetings attended by each Director
	30.06.2021	14.08.2021	05.10.2021	12.10.2021	13.11.2021	14.02.2022
1 Mr. Mahesh Sharma*		-	-	-	-	-	One(1)
2 Mr. Azagan Thamizmane Vadaseri Alagappa							Six (6)
3 Mr. Kastoor Chand Bokadia							Six (6)
4 Mrs. Sohankawar Kastoorchand Bokadia							Six (6)
5 Mr. Mahip Jain							Six (6)
6 Mr. Deepak Arora**	-						5(five)

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 on 14.08.2021.

5. COMMITTEES OF THE BOARD

AUDIT COMMITTEE

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

Details of Audit Committee Meeting:-

Sr. Date of No. Meeting	Name of Committee Members and their attendance in each meeting
	Mr. Deepak Arora	Mrs. Sohankawar Kastoorchand Bokadia	Mr. Mahip Jain	Mr. Mahesh Sharma
Designation	Chairman	Member	Member	Chairman
1. 30.06.2021	_
2. 14.08.2021				_
3. 13.11.2021				_
4. 14.02.2022				_
Total no. of Meetings attended by each Committee Members	Three(3)	Four(4)	Four(4)	One (1)

NOMINATION AND REMUNERATION COMMITTEE

The Board has duly constituted its nomination and remuneration committee in line with the provision of the Companies Act, 2013, the Committee comprised of 3 members as on 31stMarch, 2022, the detail of the composition of the Nomination and Remuneration Committee Meeting along 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. Deepak Arora	Mrs. Sohankawar Kastoorchand Bokadia	Mr. Mahip Jain
Designation	Chairman	Member	Member
1. 14.08.2021
2. 05.10.2021
3. 14.02.2022
Total no. of Meetings attended by each Committee Members	3(Three)	3(Three)	3(Three)

SALIENT FEATURES OF NOMINATION AND REMUNERATION COMMITTEE

Appointment Criteria & Qualification:

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

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

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

Remuneration to Key Managerial Personnel, Senior Management Personnel and other employees:

a. The Key Managerial Personnel, Senior Management Personnel and other employees shall be paid remuneration as per the Compensation and Benefit Policy of the Company as revised through the Annual Salary Review process from time to time. b. The Human Resource department will inform the Committee, the requisite details on the proposed increments for every 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 reasonable and sufficient to attract, retain and motivate the Key Managerial Personnel and Senior Management of the quality required to effectively run the Company. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks.

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

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

f. The remuneration, including revision in remuneration, payable to Senior Management shall 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 like Finance, Sales and Marketing, Banking, Engineering, Human Resource management, etc. or as may be considered appropriate. In designing the Boards composition, Board diversity has been considered from a number of aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills and knowledge. The Board shall have at atleast one Board member who has accounting or related financial management expertise and atleast one women director.

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

Act, 2013,the Committee comprised of 3 members as on 31st March, 2022, the detail of the composition of the Stakeholders Relationship Committee Meeting 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. Deepak Arora	Mrs. Sohankawar Kastoorchand Bokadia
Designation	Chairman	Member	Member
1. 14.02.2022
Total no. of Meetings attended by each	1(One)	1(One)	1(One)
Committee Members

Independent directors committee

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

Details of independent directors committee meetings

Sr. No. Date of Meeting	Name of Committee Members and their attendance in each meeting
	Mr. Mahip Jain	Mr. Deepak Arora
1. 14.02.2022
Total no. of Meetings attended by each	1(One)	1(One)
Committee Members

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 31stMarch, 2020, 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 31stMarch, 2020 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.

7. DECLARATION BY INDEPENDENT DIRECTORS AND RE- APPOINTMENT, IF ANY

All the Independent Directors have given their declarations under section 149 (6) and section 149 (7) of the Companies Act, 2013 and the Rules made thereunder. In the opinion of the Board, the Independent Directors fulfill the conditions relating to their status as an Independent Director as specified in section 149 of the Companies Act, 2013 read with rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and 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 any Loan 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 Associate Companies during the year.

10. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement 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 Notes to accounts annexed to the financial statements.

12. DIVIDEND

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

13. RESERVES

During Financial Year 2021-22 under review, the Board has not transferred any amount General 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 the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.

15. 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

16. RISK MANAGEMENT POLICY

The company followed well established risk management assessment and minimization procedures which are periodically reviewed by the Board.

17. 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.

18. SHARE CAPITAL

During FY 2021-22, there is no change in the capital structure of Company. The Authorised Share Capital of Company is Rs. 6,50,00,000/- (Rs. Six Crore and Fifty Lakhs only) and Paid up share Capital of Company is Rs. 6,05,97,000/- (Rs. Six Crore Five Lakh and Ninety Seven Thousand only).

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the board of Directors of the Company duly constituted as per 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 on 09.08.2021 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 balanced one with an optimum mix of Executive and Non Executive Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making.

As on 31stMarch, 2022, 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
Executive Directors	2	Mr. K. C. Bokadia	Yes
		Mr. Azgan Thamizmane	No
		Vadaseri Alagappa
Non- Executive Directors	1	Mrs. Sohankanwar Bokadia	Yes
Non- Executive		Mr. Deepak Arora	No
Independent Directors	2
		Mr. Mahip Jain	No

Mr. Sohan Kanwar Bokadia, Director of the Company is liable to be retired by rotation in 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 of Managerial personnel) Amendment Rules, 2016 dated 30.06.2016, details of top ten employees in terms of remuneration drawn, employed by the company during the financial year 2021-22 pursuance the provisions in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Amendment Rules, 2016 and Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Statement of Particulars of employees is NIL.

21. 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.

22. AUDITORS

The Board of Directors has based on the recommendation of the Audit Committee, at its meeting 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 term of five years, to hold office from the conclusion of this Annual General Meeting till the conclusion of the Thirty Sixth Annual General Meeting of the Company to be held in the calendar year 2027. The Audit Committee has considered the qualifications and experience of the proposed auditors and has recommended their appointment. The Board of Directors has also considered the mater and recommends the passing of the Ordinary Resolution re-appointing M/s Vinod Singhal & Co./LLP, Chartered Accountants, having registration No. 005826C/ C400276 allotted by The Institute of Chartered Accountants of India (ICAI) as statutory 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 appointment, if made, shall be in accordance with the Section 139 read with Section 141 of the Act and conditions specified in Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received.

23. 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.

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 Company for 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 to resolve all the qualifications and there is no malafide intention of the company behind such non compliances.

25. INTERNAL FINANCIAL CONTROLS

The Company has well defined mechanism in place to establish and maintain adequate internal controls over all operational and financial functions.

26. 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 documents/Vigil Mechanism Policy link.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS

OPERATIONS IN FUTURE

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

28. 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.

29. DEPOSITS

The Company has not accepted any deposits during the year 2021-22 and, as such, no amount 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 workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

31. 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.

32. CORPORATE GOVERNANCE

The paid up equity share capital of the Company is not exceeding rupees ten crores and net worth is not exceeding rupees twenty five crores, as on the last day of the previous financial year, the Company has decided not to follow with the corporate governance provisions 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 voluntarily corporate 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 the non-applicability certificate to the exchange for regulation15 (2) read with regulation 27(2) of SEBI (LODR) Regulations, 2015.

33. INVESTOR GRIEVANCE REDRESSAL

There were no pending complaint or share transfer cases as on 31stMarch, 2022, 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 separate section in the Annual Report which forms part of the Boards Report.

35. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following 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 any scheme. 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 reported by 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 of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

37. 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.

Date: 13th August, 2022
Place: Jaipur	By Order of the Board of Directors
	Kastoor Chand Bokadia
	DIN - 01828803
	Chairman cum Managing Director