BGIL Films & Technologies Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 35^th Annual Report with the Audited Financial Statements of BGIL Films & Technologies Limited (BGFT) for the financial year ended March 31^st, 2024.

1. FINANCIAL RESULTS (In Lakhs)

Particulars	Financial year Ended March 31, 2024	Financial Year Ended March 31, 2023
Gross Income
Net Sales/Income from	0	0
Operations
Other Income	19.16	0.17
Total Income	19.16	0.17
Less: Total Expenditure	111.53	61.42
Profit/Loss before	(66.21)	(61.24)
Depreciation, Interest,
Exceptional Items & Tax
Less: Interest	0. 00	0. 00
Depreciation	26.16	36.01
Profit/Loss Before Tax (PBT)	(92.36)	(61.24)
Less: Tax expenses including deferred tax	(23.85)	(15.92)
Exceptional Items/ Prior Period	(2. 07)	0. 00
Profit after tax and extraordinary items for the Period	(66.44)	(45.33)
Other Comprehensive Income	-	-
Fair Value changes on Investment	4.22	(3.86)
Total Comprehensive Income for the Period	(62.23)	(49.19)
Earning per Equity Share	(0.55)	(0.43)

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 2023-24 ended March 31, 2024, revenue from operations was NIL. Further, Loss/Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) are Rs. (66.21) 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 BUSINESS

There was no change in nature of business during the year under review.

7. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the period under review.

8. DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL:

Mr. Harjit Singh Anand is Independent Director of the Company, his tenure will be expired as on 30^th September 2024. Mr. Umesh Kumar Singh and Mr. Amit Lal Yogi have appointed as an Independent Director of the Company since 7^th September 2024 for term of five consecutive year.

9. 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 38^th 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 The tenure of Mr. Harjit Singh Anand as an Independent Director has expired in the month of September 2024 and Mr. Umesh Kumar Singh and Mr. Amit Lal Yogi have appointed as an Independent Director of the Company.

15. MANAGEMENT:

During the year under review, there is no change in the management of the Company.

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/RELATIONSHIP 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	31.03.2024	31.03.2023
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 2023-24 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. 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.

35. 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

For BGIL Films & Technologies Limited

 

Sd/-

Arti Bhatia

Director

 

Date: 7th September, 2024

Place: Noida