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 Board's 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 COMPANY'S 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 Company's
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 Company's
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 Board's 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.
STAKEHOLDER'S 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 director's 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 director's 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 COMPANY'S
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 Board's 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 |
|