Dear Members,
Your Directors have pleasure in presenting the 34th Annual Report with the
Audited Financial Statements of BGIL Films & Technologies Limited (BGFT) for
the financial year ended March 31st, 2023.
1. FINANCIAL RESULTS
(Rs.In Lakhs)
Particulars |
Financial year Ended March 31, 2023 |
Financial Year Ended March 31, 2022 |
Gross Income |
|
|
Net Sales/Income from Operations |
0 |
30.83 |
Other Income |
0.17 |
6.22 |
Total Income |
0.17 |
37.04 |
Less: Total Expenditure |
61.42 |
56.42 |
Profit/Loss before Depreciation, Interest, Exceptional Items & Tax |
(61.24) |
(19.37) |
Less: Interest |
0. 00 |
0.04 |
Depreciation |
36.01 |
36.70 |
Profit/Loss Before Tax (PBT) |
(61.24) |
(19.37) |
Less: Tax expenses including deferred tax |
(15.92) |
(5.03) |
Exceptional Items/ Prior Period |
0. 00 |
0 |
Profit after tax and extraordinary items for the Period |
(45.33) |
(14.34) |
Other Comprehensive Income |
- |
- |
Fair Value changes on Investment |
(3.86) |
14.67 |
Total Comprehensive Income for the Period |
(49.19) |
0.42 |
Earning per Equity Share |
(0.43) |
0.00 |
2. TRANSFER TO RESERVES
The Board of Directors of your company, has decided not to transfer any amount to the
Reserves for the year under review.
3. DIVIDEND
The Board of Directors of your company, after considering holistically the relevant
circumstances and keeping in view the companys dividend distribution policy, has decided
that it would be prudent, not to recommend any Dividend for the year under review. There
is no possibility for dividend this year; it is recommended to look forward for the same
keeping in mind the future growth of the company.
4. STATE OF COMPANY AFFAIRS:
For the Financial year 2022-23 ended March 31, 2023, revenue from operations was nil.
Further, Loss/Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) are
Rs. (25.27) Lakhs. The management of your Company always does its best to achieve a good
position in Media & Entertainment Industry besides growth areas from Technology
sector. Due to Some critical conditions, not gone in right path but the Management of your
Company have deep knowledge in the field of media & technology, trying hard to get
good results in coming years.
5. SHARE CAPITAL
There has been no change in the Share Capital of the Company.
6. CHANGE IN NATURE OF BUSINE SS
There was no change in nature of business during the year under review. PUBLIC
DEPOSITS
The Company has not accepted any deposits from the public during the period under
review.
7. DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL:
Mr. Ashok Kumar Juneja & Mrs. Payal Kuthari have resigned from the post of
directorship on 30th May, 2023.
8. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of section 134 (3) I of the Companies Act, 2013, and based
on the representations received from the operating management, the directors hereby
confirm that:
1. In preparation of the Annual Accounts, the applicable accounting standards have been
followed.
2. The Directors had selected such Accounting Policies and applied them consistently
and made 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 and of
the profit or loss of the company for that period.
3. The Directors had taken proper and sufficient care 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.
4. The Directors had prepared the Annual Accounts on a going concern basis.
5. They had laid down internal financial controls to be followed by the Company and
that such internal financial controls were adequate and operating effectively;
6. They had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments, which affect 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 this Report.
10. DISCLOSURES UNDER SECTION 134 OF THE COMPANIES ACT, 2013
Except as disclosed elsewhere in this report, there have been no material changes and
commitments which can affect the financial position of the Company occurred between the
end of the financial year of the Company and date of this report.
11. PARTICULARS OF EMPLOYEES
There is no employee in the Company whose particulars are required to be given under
section 134 of the Companies Act, 2013 and the Rules made there under, as amended.
12. AUDITORS
M/s Singh Ray Mishra & Co., Chartered Accountants (Firm Registration No. 004921E)
was appointed as Statutory Auditors of the Company to hold office for term of five years
until the conclusion of the 38th Annual General Meeting.
13. MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of the operations, performance and future outlook of the Company and
its businesses is given in the Management Discussion and Analysis, which forms part of the
Annual Report as
Annexure IV.
14. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received mandatory declaration required under section 149(6) from all
the Independent Directors of the Company confirming that they meet the criteria of
independence as prescribed both under Section 149(6) of the Companies Act, 2013.Mr. Harjit
Singh Anand and Mr. Karan Rajhans re-appointed as an Independent Director of the Company.
15. MANAGEMENT:
During the year under review, there is change in the management of the Company. Mr.
Ashok Kumar Juneja & Mrs. Payal Kuthari have resigned from the post of directorship on
30th May, 2023.
16. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s AKP & Associates, Company Secretaries as Secretarial C.P. No. 7540
Auditors of the Company. The Secretarial Audit Report, in the prescribed Form No. MR-3 is
attached herewith as Annexure I.
17. COMMITTEES OF THE BOARD:
Currently, the Board has the following Committees:
a) Audit Committee.
b) Nomination and Remuneration Committee.
c) Stakeholder Grievance/Relationship Committee.
A detailed note on the Board and its Committees is provided under the Corporate
Governance Section in this Annual Report.
a) AUDIT COMMITTEE:
The current composition of Audit Committee is as follows:
Mr. Harjit Singh Anand |
Independent Director |
Chairman |
Mrs. Arti Bhatia |
Executive Director |
Member |
Mr. Rohit Kaushik |
Independent Director |
Member |
Mr. Karn Rajhans |
Independent Director |
Member |
All the recommendations made by the Audit Committee during the year were accepted by
the Board.
b) NOMINATION AND REMUNERATION COMMITTEE:
The current composition of Nomination and Remuneration Committee is as follows:
Mr. Harjit Singh Anand |
Independent Director |
Chairman |
Mrs. Arti Bhatia |
Executive Director |
Member |
Mr. Rohit Kaushik |
Independent Director |
Member |
Mr. Karn Rajhans |
Independent Director |
Member |
c) STAKEHOLDER GRIEVANCE/RELATTONSHTP COMMITTEE:
The current composition of Stakeholder Grievance/Relationship Committee is as follows:
Mr. Harjit Singh Anand |
Independent Director |
Chairman |
Mrs. Arti Bhatia |
Executive Director |
Member |
Mr. Rohit Kaushik |
Independent Director |
Member |
Mr. Karn Rajhans |
Independent Director |
Member |
d) WOMEN GRIEVANCE COMMITTEE
The current composition of Nomination and Remuneration Committee is as follows:
Mrs. Arti Bhatia |
Executive Director |
Chairperson |
Mr. Harjit Singh Anand |
Independent Director |
Member |
18. REMUNERATION TO DIRECTORS:
The board of the Company has passed the resolution for remuneration of Directors/KMPs
and any other officer of the Company in case of inadequate/ less profits as per the
provisions of the Companies Act, 2013 to tender their services.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Your Company an Infotainment Company with its core operation being related technologies
into Media & Films does not involve in any manufacturing activity during the period
under review.
No particulars are therefore furnished in this report in relation to the conservation
of energy and technology absorption as required under Section 134 of the Companies Act,
2013.
20. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENTAND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The requisite details containing the names and other particulars of employees in
accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is appended as Annexure II (a).
21. DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT
ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The requisite details relating to the remuneration of the specified employees covered
under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is appended as Annexure II (b).
22. CORPORATE GOVERNANCE:
Your Company has been practicing the principles of good corporate governance over the
years and it is a continuous and ongoing process. A detailed Report on Corporate
Governance practices followed by your Company, in terms of Regulation 27 of SEBI (Listing
Obligation & Disclosure Requirements) Regulations, 2015 together with a Certificate
from the Auditors confirming compliance with the conditions of Corporate Governance are
provided separately in this Annual Report. Certificate of CEO / CFO, inter alia,
confirming the correctness of the financial statements, adequacy of the internal measures
and reporting of matters to the audit committee in terms of the Regulation 27 of SEBI
(Listing Obligation & Disclosure Requirements) Regulations, 2015 with stock exchanges,
is also attached as a part of this Annual Report.
23. MEETINGS OF THE BOARD:
During the year under review, five (4) meetings of the Board of Directors were held the
details of which are given in the Corporate Governance Report that forms part of this
Annual Report. The intervening gap between two Board Meetings was not more than One
Hundred and Twenty Days.
24. FOREIGN EXCHANGE EARNING AND OUTGO
The details of foreign Exchange Earnings and Outflow during the Year under review are
as below:
Particulars |
31.03.2023 |
31.03.2022 |
Earning in Foreign Currency: |
NIL |
NIL |
Expenditure in Foreign Currency: |
|
|
Imports of Goods |
NIL |
NIL |
25. Share Capital & Listing of Securities
During the financial year under review, the Company has not issued:
• any equity shares with differential rights as to dividend, voting or otherwise;
• any shares to its employees under the Employees Stock Option Scheme;
• any Sweat Equity Shares
26. Particulars of loans given, investment made, guarantees given and securities
provided
The Company has not given any loans, guarantees under Section 186 of the Act.
Particulars of investments made by the Company during the financial year 2020-21 are
provided in the financial statements.
27. RELATED PARTY TRANSACTIONS
The Company has adopted a Framework on Related Party Transactions (“RPT”) for
the purpose of identification and monitoring of RPTs. Details of contracts or arrangements
or transactions with Related Parties and arms length basis with respect to transactions
covered under Section 188 (1) of the Act and the applicable Rules framed there under, in
the prescribed Form No. AOC-2, are given in Annexure III. Further, details of
Related Party Transactions as required to be disclosed by Accounting Standard - 18 on
“Related Party Disclosures” specified under Section 133 of the Act read with
Rule 7 of the Companies (Accounts) Rules, 2014, are given in the Notes to the Financial
Statements. During the year, the Company has not entered into any transaction with Related
Parties which are not in its ordinary course of business or not on an arms length basis
and which require disclosure in this Report in terms of the provisions of Section 188(1)
of the Act.
28. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements. The Companys internal control systems, including internal financial
controls, are commensurate with the nature of its business and the size and complexity of
its operations and some are adequate and operating effectively. These systems are
periodically tested and no reportable material weakness in the design or operation was
observed. The Audit Committee reviews adequacy and effectiveness of the Companys internal
control system including internal financial controls.
29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION.
PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9th December, 2013. Under the said Act every company is required to set
up an Internal Complaints Committee to look into complaints relating to sexual harassment
at work place of any women employee. During the year, no complaints were received by the
internal committee.
30. EXPLANATION OR COMMENTS ON QUALIFICATION ETC., BY AUDITORS AND COMPANY SECRETARY IN
PRACTICE:
There is no qualification, reservation or adverse remark or disclaimer made by the
Auditors in the Auditors Report or by the Company Secretary in Practice in Secretarial
Audit Report needing explanation or comments by the Board. The Statutory Auditors have not
reported any incident of fraud to the Audit Committee of the Company in the year under
review.
31. ESTABLISHMENT OF CSR POLICY AND RELATED DISCLOSURE / COMPLIANCES
The Company does not cross the threshold limit provided under Section 135 of the
Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 relating to Corporate Social Responsibility, hence CSR is not applicable to
the Company.
32. FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12), OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT.
The Statutory Auditors have not reported any incident of fraud to the Board of
Directors of the Company.
33. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016
Neither any application was made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year.
34. SUSPENSION OF TRADING
During the year under review and until the date of the Report, the following securities
of your company were suspended from tradingfor the reasons mentioned as under:
• Suspended due to Penal reasons.
35. SUBSIDIARIES/ ASSOCIATES OR JOINT VENTURES
During the period under review, no Company has become or ceased to be Subsidiary,
Associates or Joint Venture of the Company.
36. ANNUAL EVALUATION BY THE BOARD:
On the recommendation of the Nomination and Remuneration Committee, the Board has
finalized the Evaluation Process to evaluate the entire Board, Committees, Executive
Directors and Non-Executive Directors. The method of evaluation, as per the Evaluation
Process, is to be done by internal assessment through a detailed questionnaire to be
completed by individual Directors. In accordance with the Companies Act and the Listing
Requirements, the evaluation is done once in a year, after close of the year and before
the Annual General Meeting.
ACKNOWLEDGEMENT
The Directors would like to place on record their gratitude for the valuable guidance
and support received from Union Government, Government of Maharashtra as also all the
Government agencies, banks, financial institutions, shareholders, registrar, share
transfer agents, venders, customers, employees and other business associates, who, through
their continued support and cooperation, have helped as partners in your Companys
progress. The Directors are also deeply touched by the efforts, sincerity and loyalty
displayed by the employees without whom the growth of the Company is unattainable. The
Directors seek, and look forward to the same support during the future years of growth.
|
By and on Behalf of the Board of Directors |
| Date: 12th August, 2023 |
For BGIL Films & Technologies Limited |
|
Sd/- |
| Place: Noida |
Arti Bhatia |
|
Director |
ASSOCIATES
To,
The Members,
BGIL Films and Technologies Limited
44, 2nd Floor, Backary Portion, Regal Building
Connaught Place, New Delhi, Central Delhi DL 110001 IN
I have conducted the Secretarial Audit of the compliance of applicable statutory
provisions and the adherence to good corporate practices by BGIL Films and Technologies
Limited (hereinafter called the "Company”). The Secretarial Audit was conducted
in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing our opinion thereon.
Based on my verification of the Companys records and also the information provided by
the Company, its officers, agents and authorized representatives during conduct of the
secretarial audit, I hereby report that in my opinion, the Company has, during the audit
period covering the financial year ended 31st March, 2023, complied with the statutory
provisions listed hereunder and also that the Company has proper Board- processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other
records maintained by the Company for the financial year ended on 31st March 2023,
according to the provisions of:
I) The Companies Act, 2013 (the Act) and the rules made thereunder;
II) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made
thereunder;
III) The Depositories Act, 1996 and the Regulations and Bye-laws framed hereunder;
IV) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder
to the extent of Foreign Direct Investment, Overseas Direct Investment and External
Commercial Borrowings;
V) The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 (“SEBI Act”):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009; [Not Applicable as the Company has not issued any further
capital under the regulations during the period under review]
d) The Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014; [Not Applicable as there is no scheme for direct or indirect benefit of
employees involving dealing in or subscribing to or purchasing securities of the company,
directly or indirectly]
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008 [Not Applicable as the Company has not issued and listed any debt
securities during the financial year under review];
f) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client
[Not Applicable as the Company is not registered as Registrar to Issue and Share Transfer
Agent during the financial year under review];
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009 [Not Applicable as companys equity shares have not been delisted];
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998
[Not applicable as the Company has not bought back and there was no proposal for buyback
of its securities during the financial year under review:-
Apart from other applicable laws, the Management has identified and confirmed the
following laws as specifically applicable to the Company: -
a) The Negotiable Instrument Act, 1881.
b) The Income Tax Act,1961
I have also examined compliance with the applicable clauses of the following:
a) Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and
General Meetings(SS- 2) issued by The Institute of Company Secretaries of India;
b) The Listing Agreements entered into by the Company with Calcutta Stock Exchange
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
During the period under review the Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. ,mentioned above except and to the extent
of the reporting made herein this Report
I further report that: -
a) I have relied upon the explanation of the company, its officers and agents, to the
effect that the company does not have any foreign direct investment nor it has any
overseas direct investment.
b) As represented, the company is said to have maintained all registers and records as
per applicable provision of the Companies Act, 2013. However, I have limited means to
comment on the same.
c) In respect of other laws specifically applicable to the Company, I have relied on
information/records produced by the company during the course of my audit and the
reporting is limited to that extent only.
d) I have relied upon representation of the company, its office and agents regarding
payment of the undisputed statutory dues in respect of TDS, PF, ESI, Income-tax, Sales
Tax, Service Tax, Value Added Tax, Goods and Service Tax (GST), Cess and other material
statutory dues applicable to the company. As explained, these all are covered in the
audited financial statement and same may kindly be referred for detailed information.
e) As represented, adequate notice is given to all Directors to schedule the Board /
Committee Meetings, agenda and detailed notes on agenda are sent generally seven days in
advance, however, I have limited means to comment on the same.
f) As represented, a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at
the meeting, however,I have not come across any instance of the same. Further, I have not
come across any instances of getting the minutes confirmed by the directors before its
finalisation and signing by the chairman except keeping the same before next board
meeting.
g) All decisions of the Board and Committees are carried with requisite majority.
h) Constitution of the board is to be relooked and adequate number of directors are to
be appointed with a view to ensure optimum composition.
i) The company in general is compliant of the SEBI (LODR) Regulations, however, I have
come across certain non-compliance of SEBI (LODR) Regulations and Continual Disclosure
requirement under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations,
2015 and requirement of Structured Digital Database (SDD) pursuant to provisions of
Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015,
during the financial year under consideration.
I further report that based on review of compliance mechanism established by the
Company, I am of the opinion that there are adequate systems and processes in place in the
Company which is commensurate with the size and operations of the Company to monitor and
ensure compliance with applicable laws, rules, regulations and guidelines except and to
the extent of the report mentioned herein above.
I further report that during the audit period there were no instances of:
a) Public/Right/Preferential issue of shares / debentures/sweat equity, etc.
b) Redemption / buy-back of securities
c) Merger / amalgamation / reconstruction, etc.
d) Foreign technical collaborations
For AKP & Associates Sd/-
Ashutosh Kumar Pandey Proprietor FCS-6847; CP-7385
Place: Noida Date: 12.08.2023
Peer Review Certificate No. 4115/2023 UDIN- F006847E000977960
Note: -
This report should be read along with the Annual secretarial Compliance Report which
has already been issued as per Reg. 24A of SEBI (LODR),20 15 for the year 2022-23.
To,
The Members,
BGIL Films and Technologies Limited
44, 2nd Floor, Backary Portion, Regal Building
Connaught Place NewDelhi, Central Delhi DL 110001 IN
Our Secretarial Audit Report for the financial year 31st March, 2023 is to be read
along with this letter.
Managements Responsibility
a) It is the responsibility of the management of the Company to maintain secretarial
records, devise proper systems to ensure compliance with the provisions of all applicable
laws and regulations and to ensure that the systems are adequate and operate effectively.
b) It is the responsibility of the management of the Company to file all e-forms and
returns with the concerned authority and to ensure that the delay, if any, is duly
condoned unless specifically reported.
Auditors Responsibility
c) My responsibility is to express an opinion on these secretarial records, standards
and procedures followed by the Company with respect to secretarial compliances.
d) I believe that audit evidence and information obtained from the Companys management
isadequate and appropriate for us to provide a basis for our opinion.
e) Wherever required, I have obtained the managements representation about the
compliance oflaws, rules and regulations and happening of events etc.
Disclaimer
a) The Secretarial Audit Report is neither an assurance as to the future viability of
the Company nor of the efficacy or effectiveness with which the management has conducted
the affairs of the Company.
b) I have not verified the correctness and appropriateness of financial records and
books of account of the Company.
For AKP & Associates Sd/- Ashutosh Kumar PandeyProprietor FCS-6847; CP-7385 Place:
Noida Date: 12.08.2023 Peer Review Certificate No. 4115/2023 UDIN- F006847E000977960
+91-9892691696
