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Bombay Talkies Ltd Directors Report

5.75
(-4.96%)
Jul 19, 2024|09:54:00 AM

Bombay Talkies Ltd Share Price directors Report

To, The Shareholders,

Your Directors have pleasure in presenting the 39thAnnual Report along with the Audited Financial statements of the Company for the financial year ended 31st March, 2023.

1. Financial Results:

Rs. In Lakh

Particulars

2022-23 2021-22
Income 64.89 11.59
Expenditure 73.69 22.17
Profit/(Loss) before depreciation tax and exceptional item (47.20) (18.32)
Exceptional item
Depreciation
Exceptional item
Profit/(Loss) before Taxation (47.20) (18.32)
Deferred Tax/Current tax
Profit/(Loss) After Taxation (47.20) (18.32)

2. Business performance:

The Company does not have divisions therefore division wise working details are not applicable. Total revenue from operations of the Company was Rs.64.89 lacs for the year ended 31st March, 2023 as against Rs. 11.59 Lacs for the year ended 31st March, 2022. During the financial year 2022-23, the Company Losses after tax of Rs. 47.20 lacs compared to Rs. 18.32 Lacs losses in previous year.

3. Share Capital:

The paid up equity capital as on March 31, 2023 is Rs. 5,40,00,000/- divided into 54000000 equity shares of Rs. 1/- each. During the year under review, the Company has not issued bonus shares nor issued shares with differential voting rights nor granted stock options nor sweat equity and nor buy back its own securities.

4. Change in nature of Business:

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

5. Transfers to Reserves:

During the year, the Company has not transferred any amount to the reserves.

6. Material Changes and Commitments Affecting The Financial Position of the Company occurred between the end of the Financial Year of the Company to which The financial statement relate and the date of the report:

There are no 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.

7. Dividend:

Your Directors do not recommend any dividend for the equity shareholders for the financial year 2022-2023.

8. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out-Go:

A) Conservation of energy:

(i) The steps taken or impact on conservation of energy; Nil

(ii) The steps taken by the company for utilizing alternate sources of energy; Nil (iii)The capital investment on energy conservation equipment; Nil

Note: - The Company does not have any manufacturing activities which require heavy consumption of energy. The company uses latest technology low energy consumption products in its office.

B) Technology absorption:

(i) The efforts made towards technology absorption: Nil

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Nil (iii)In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Nil a) The details of technology imported: Nil b) The year of import; Nil c) Whether the technology been fully absorbed; Nil d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Nil and (iv)The expenditure incurred on Research and Development. Nil

Note: - In respect of the Nature of the Business of the company there was no requirement of any technology.

C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows. -No Foreign Exchange is earned or spent by the company during the year under review.

9. Extract of Annual Return:

As required under Section 134(3)(a) of the Act, the extract of the Annual Return for the financial year 2022- 23 in Form MGT-9 is put up on the Companys website at www.bombaytalkieslimited.in.

10. Directors and Key Managerial Personnel

A) Changes in Directors and Key Managerial Personnel:

i) As per the provisions of Section 149 and 152 of the Companies Act, the shareholders at their Annual General Meeting held on 29th September, 2022 (Last years AGM) had approved the reappointment of all existing Independent Directors of the Company for tenure of up to five consecutive years. None of the Independent Directors are liable to retire by rotation.

ii) In accordance with section 149(7) of the Companies Act, 2013, each Independent Director has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

iii) Mr. Naveen Sharma was appointed on May 3, 2022 as Chief Financial Officer of the Company pursuant to the provisions of Section 203 read with rule 8 of Companies (Appointment and Remuneration) Rules, 2014 and other applicable provision (including any modification or re-enactment thereof), if any, of the Companies Act, 2013, the consent of the Board be and is hereby accorded to appoint Mr. Naveen Sharma as Chief Financial Officer of the Company with effect from May 03, 2022, at such remuneration as may be agreed by the Board of Directors of the Company, to perform the duties which may be performed by a Chief Financial Officer under the Companies Act, 2013 and any other duties assigned to him by the Board from time to time

11. Independent directors declaration :

Each of the Independent Directors have provided a declaration in accordance with Section 149(7) of the Act, read with Rules 16 and 25(8) of the Listing Regulations, confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations.

12. Deposits:

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

13. Internal Control Systems and their Adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

14. Board and Committee Meetings:

The Board of Directors (herein after called as "the Board") met for 7 (Seven) times during the Year under review:

Sr. No. Particulars

No. of meetings held

1 Board meetings

7

2 Audit Committee meetings

5

3 Nomination and Remuneration Committee meeting

4

4. Stakeholders Committee Meeting

4

15. Code of Conduct:

The Company has laid down a code of conduct for all Board members and senior management and Independent Directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct.

16. Vigil Mechanism/ Whistle Blower Policy:

The Company has a vigil mechanism named ‘BOMTALKIES in terms of Section 177 of the

Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to deal with instance of fraud and mismanagement, if any, and to report concerns about unethical behavior, wrongful conduct and violation of the Companys code of conduct or ethics policy. The details of the said policy are explained in the Corporate Governance Report and also posted on the website of the Company i.e. www.bombaytalkieslimited.in.

17. Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee adopted the Remuneration Policy, which inter-alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

18. Familiarisation Programme For Board Members:

The Company is required to conduct the Familiarization Programme for Independent Directors (IDs), to familiarize them about the Company and their roles, rights, responsibilities in the Company. The Familiarization Programme is stated in the Corporate Governance Report forming part of this Annual Report. The details of such Familiarization Programme for directors may be referred to, at the website of the Company at www.bombaytalkieslimited.in.

19. Secretarial Standards:

The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

20. Directors Responsibility Statement:

The directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 2022-23 and of the loss of the Company for the year under review.

iii) The directors have 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

21. Risk Policy:

Business risk evaluation and management is an ongoing process within the Company as per the risk management policy established by the board. The Company understands that risk evaluation and risk mitigation is a function of the Board of the Company and the Board of Directors is fully committed to developing a sound system for identification and mitigation of applicable risks viz., systemic and non-systemic. The Board of Directors has approved a Risk Management Policy as per which the Company is in the process of identifying critical risks of various departments within the Company. Once identified, a sound mitigation system will be put in place. Further the Board is of the opinion that at present there are no material risks that may threaten the functioning of the Company.

The Company has a Risk Management framework in place to identify, assess, monitor and mitigate various risks to the business. This framework seeks to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The framework also defines the risk management approach across the enterprise at various levels. Risk Management forms an integral part of the Companys planning process. Risk Management Committee of the Board reviews the process of risk management. The details of the Committee and its terms of reference are set out in the

Corporate Governance Report forming part of the Boards Report

22. Auditors:

The shareholders of the Company at the 39th Annual General Meeting held on 30th September, 2023 had appointed M/s. Rajesh U Shah & Associates, Chartered Accountants (FRN: 327799E) as the Statutory Auditors of the company to hold office for period of 5 years commencing from the conclusion of the 39th AGM till the conclusion of 44th AGM to held in the year 2028. M/s. Rajesh U Shah & Associates, Chartered Accountants (FRN: 327799E) will continue to act as auditors of the Company till financial year 2022-23.

23. Statutory Auditors Observations:

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

There is no audit qualification for the year under review. Further no frauds are reported by the Auditor which falls within the purview of Section 143(12) of Companies Act, 2013.

24. Particulars of Contracts and Arrangements with Related Parties:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis and are reviewed by the

Audit Committee of the Board. During the year the Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. A Policy on related party transactions has been posted on the Companys website www.bombaytalkieslimited.in

25. Disclosure under section 197(12) of the companies act, 2013 and other disclosures as per rule 5 of companies (Appointment & Remuneration) rules, 2014:

The statement containing particulars of employees as required under 197(12) of the Companies Act, 2013 read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

26. Secretarial Audit Report:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Sanjay Kumar Vyas, Practicing Company Secretary was appointed to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report is annexed herewith as "Annexure A."

The Secretarial Auditor of the Company has given unqualified report during the year under review.

27. Particulars of Loans, Guarantees or Investments:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year 2022-23.

28. Equity shares with differential Rights:

The Company has not issued any equity shares with deferential voting rights.

29. Corporate Social Responsibility Initiatives:

The provisions of section 135 about constitution of Corporate Social Responsibility Committee are not applicable to the Company. Hence, the company has not formed the same.

30. Details of Subsidiary/Joint Ventures/Associate Companies:

The company does not have any subsidiary companies or joint venture companies or associate companies during the year under review. Also, there was no company which have become or ceased to become the subsidiaries/joint ventures/associate company (ies) during the year.

31. Significant and Material Orders Passed by the Regulators or Courts or Tribunals:

During the financial year under review there were no significant and / or material orders, passed by the Regulatory/ Statutory Authorities or the Courts, which would impact the going concern status and its future operations.

32. Disclosure regarding issue of Employee Stock Options:

The Company has not issued shares under employees stock options scheme pursuant to provisions of

Section 62 read with Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014.

33. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 during the Financial Year.

34. Management Discussion and Analysis:

Management Discussion and Analysis Report for the financial year under review as stipulated under regulation 34 of the Listing Regulations is set out in a separate Section forming part of this Report.

35. Corporate Governance:

The Corporate Governance Report for Financial Year 2022 -23 as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) forms part of the Annual Report. The certificate from a practicing chartered accountant on compliance(s) with the corporate governance norms forms part of the Corporate Governance Report.

36. Boards Response on Auditors Qualification, Reservation or Adverse Remark or disclaimer Made:

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report or by the Company Secretary in Practice in the Secretarial Audit Report.

37. Disclosures Under Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company is committed to provide a safe & conducive work environment to its employees and has formulated ‘Policy for Prevention of Sexual Harassment to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment. During the year under review, no case of sexual harassment was reported.

38. 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 are no significant and material orders passed by the Regulators/ Court who would impact the going concern status of the Company and its future operations.

39. Internal Financial Controls

The Directors had laid down internal Financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to 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 information. The Audit Committee evaluates the internal financial control system periodically

40. Compliance with Secretarial Standards on Board and General meeting

During the year under review, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively, issued by The Institute of Company Secretaries of India.

41. Cost Auditor

The appointment of Cost Auditor for the Company is not applicable to the Company

42. Appreciations:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

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