Bombay Talkies Ltd Directors Report.

To, The Members,

BOMBAY TALKIES LIMITED

Your directors have pleasure in presenting herewith their 34th Annual Report together with the Audited Statements of Accounts of the Company for the year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS :

The financial highlights of the company, for the year ended 31st March, 2018 are summarized as below:

(In Rupees)

Particulars Year ended 31st March 2018 Year ended 31st March 2017
Income for the year 2,06,76,200.00 1,73,56,650.00
Expenditure for the year excluding Depreciation and
Amortization Exp. 1,70,17,453.60 1,78,46,801.00
Profit or Loss before Depreciation and Amortization Exp. 36,58,746.40 (4,90,151.00)
Less: Depreciation and Amortization Exp. (1,09,615.00) (1,09,615.00)
Profit or Loss after Depreciation and Amortization Exp.
But before Tax 35,49,131.40 (5,99,766.00)
Less: Tax Expense - -
Profit/(Loss) after tax 35,49,131.40 (5,99,766.00)
Add: Balance Profit/(Loss) B/F from the previous Year 7,63,548.39 13,63,314.39
Balance Profit / (Loss) C/F to the next year 43,12,679.79 7,63,548.39

CHANGE IN THE NATURE OF BUSINESS (if any):

There is no change in the nature of the business of the company during the financial year ended 31st March, 2018.

DIVIDEND :

Your Directors have not recommended any dividend for the Financial Year ended March 31, 2018.

RESERVES :

No amount was transferred to the reserves during the financial year ended 31st March, 2018.

SHARE CAPITAL :

The paid up equity share capital as at March 31, 2018 stood at Rs, 35,00,00,000/- (Rupees. Thirty Five Crores Only). There is no change in the share capital of 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. 43,12,679.79 in comparison to last year s net Loss of Rs. 7,63,548.39 Barring unforeseen events, your Directors 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 Associates Companies 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. The necessary quorum was present for all the meetings.

CORPORATE GOVERNANCE :

A report on corporate governance as required in the terms of provision of schedule V, of the SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015, together with 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 of the Annual return as on March 31, 2018, as prescribed under section 92(3) of the Companies Act. 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 company during 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 Lodh, Director, retires by rotation at this AGM and is eligible for reappointment. He is proposed to be reappointed as a Director at this AGM.

a) In view of the applicable provisions of the Companies Act, 2013, the Company is not mandatorily 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 under section 188(1) of the Companies Act, 2013 during the year under review. Therefore, the provisions of Section 188(1) of the Companies Act, 2013 were not attracted and disclosure in 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 has not made any investment during the financial year 2017-18. Thus, the provisions of Section 186 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, tribunals impacting 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, your directors, confirm that

a) In the preparation of the annual accounts for financial year ended 31st March, 2018, the applicable accounting standards have been followed and there is no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that year;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 31st March, 2018 on a going concern basis;

e) The directors had devised proper systems to ensure compliance with the provisions of all 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 notes to the accounts and accounting policies are self explanatory. The Auditors Report does not contain any qualification, reservation or adverse remark.

APPOINTMENT OF STATUTORY AUDITOR :

Ritesh Burad & Co, Chartered Accountants, existing Auditors of the Company, were appointed for a period of two years by the Board of Directors of the company in meeting held on 02ND November 2018. Their appointment for the second year to audit the accounts for the financial year beginning on 1st April, 2018 to 31st March, 2018 requires ratification by the members. They are eligible and available for re-appointment.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS :

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

RISK MANAGEMENT POLICY :

Risk Management is an integral part of the Company s business strategy. The Board sets and 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 Corporate Social Responsibility Policy Rules 2014 are not applicable to the Company during the year under review.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS/ OUTGO:

In accordance with the provisions of Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 (3) of Accounts of Company Rules, 2014, there is no energy conservation, technology ,absorption etc. during the Financial Year 2017-18. There is no foreign exchange earnings and outgo during the year.

DEPOSITS:

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 Company occurred between the end of the financial year to which this financial statement relates and 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 Fees and there are no arrears.

ACKNOWLEDGMENT :-

Your Directors express their appreciation and gratitude for the continued co-operation, support and assistance provided by all the valued channel partners, Distributor, Suppliers, Bankers, Shareholders, the Central Government and State Government.

For Order of the Board of Directors

Sd/-

Mahendrakumar Jhajharia

Din No. 00517067

Director

Sd/-

Sanjiv Agarwal

Place : Mumbai

Din No. 00416828

Dated : 10th May, 2018.

Director