| The Members,
The Directors submit Annual Report of BGIL Films & Technologies Limited
(the Company) with the Audited Financial Statements for the financial
year ended March 31st, 2014.
FINANCIAL RESULTS
(Rs. in Lacs)
Particulars Financial Year Ended Financial Year
Ended
March 31, 2014 March 31, 2013
Gross Income
Information Technologies/services 1325.88 1241.00
Media 162.16 177.40
Other Income 6.45 6.71
Increase/ Decrease in Stock 36.36 12.11
TOTAL INCOME 1530.85 1437.22
Less:
TOTAL EXPENDITURE 1435.67 1327.72
Profit before depreciation,
Interest & Tax 95.18 109.50
Less: Interest 0.62 1.48
Depreciation 92.89 92.28
Profit Before Tax (PBT) 1.66 15.74
Tax expenses including deffered tax (12.23) 18.92
Profit after Tax and Extraordinary
items 14.68 (3.18)
Balance brought forward from previous
Year 320.16 323.33
Balance carried forward 334.84 320.15
TRANSFER TO RESERVES
The Board of Directors does not recommend any transfer to reserves for
the period under review.
DIVIDEND
As the distributable profits are insufficient; therefore, it is
recommended to plough back the same for the future growth of the
company.
Company's Performance
For the financial year 2013-14 ended March 31, 2014, revenue from
operations was Rs.1488.04 lacs, out of which revenue from Information
Technologies sector at Rs. 1325.88 6.84 % over last year (Rs.1241.00 Lacs
in 2012-13). Earnings before interest, tax, depreciation and
amortization (EBITDA) at Rs. 95.18 Lacs (Rs.109.50 Lacs). The management of
your Company tries its best to get leading position in Media &
Entertainment Industry. Some critical conditions running in Worldwide
economy and Indian economy also faced many undesirable conditions by
which the wheels of progress of Industries in India, not gone in right
path but the Management of your Company which is very skillful and have
deep knowledge in the field of media, tried hard to get fine results
for the Accounting Year 2013-14.
SHARE CAPITAL
There has been no change in the Share Capital of the Company. PUBLIC
DEPOSITS
The Company has not accepted any deposits from the public during the
period under review.
DIRECTORS
Induction
Mrs. Jaya Misra who was earlier appointed on 12th August 2013 as whole
time Director of the Company by the shareholders, after that she was
resigned from the office of whole time Director dated 12th November,
2013. Further on August 14, 2014, the Board appointed Mrs. Jaya Misra
as an Additional director on the Board and further she is elevated as
Whole time Director w.e.f. 29th August, 2014 of the Company for the
period of five years, subject to the Shareholders approval in the
ensuing Annual General Meeting.
Re-appointment
As per the provisions of Companies Act, 2013, Mr. Rakesh Bhhatia will
retire in the ensuing AGM and being eligible, seeks re-appointment. The
Board of Directors recommend their re- appointment.
A brief resume of the Directors appointed/ retire at the ensuing Annual
General Meeting, nature of their expertise in specific functional areas
and names of Companies in which they hold directorship and / or
membership / chairmanships of Committees of the Board, as stipulated
under Clause 49 of the listing agreement with the Stock Exchanges in
India, is given in the section of Corporate Governance forming part of
this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of section 217(2AA) of the Companies Act,
1956, 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.
DISCLOSURES UNDER SECTION 217(1)(D) 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.
PARTICULARS OF EMPLOYEES
There is no employee in the Company whose particulars are required to
be given under section 217(2A) of the Companies Act, 1956 and the Rules
made there under, as amended.
AUDITORS
The auditors, SNMG & Co., Chartered Accountants (Firm Registration
No.004921N), retire at the ensuing AGM and have confirmed their
eligibility and willingness to accept office as Statutory Auditors of
the Company, if re-appointed.
ADOPTION OF NEW SET OF ARTICLES
Your Directors considered that the existing Articles of Association of
the Company do not cover latest amendments and it is proposed to amend
the existing Articles of Association by adopting a new set of Articles
of Association in the place of the existing Articles of Association of
the Company.
New set of Articles were approved by the Board under section 14 of the
Companies Act, 2013, in their meeting held on 29th August, 2014,
subject to the adoption of the Shareholders in the ensuing Annual
General Meeting.
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.
CORPORATE GOVERNANCE
A Report on Corporate Governance as stipulated by Clause 49 of the
Listing Agreement along with a certificate of compliance from
Practicing Company Secretary, is included as part of the Annual Report.
The Company has complied with the mandatory provisions of Corporate
Governance as prescribed in Clause 49 of the Listing Agreement with the
Stock Exchanges.
The Company has implemented a Code of Conduct for all its Board Members
and senior management of the Company who have affirmed compliance
thereto. The said Code of Conduct has also been posted on the Company's
website.
Management Discussion & Analysis
There is a separate section on Management Discussion & Analysis
Appended as Annexure "A" to this report , which includes the
following:
- Industry Structure And Developments
- Discussion on financial Performance with respect to operational
performance
- Segment wise performance
- Human Resources and Industrial Relations
- Opportunities And Threats
- Internal Control Systems and their adequacy
- Risks And Concerns
- Outlook
ACKNOWLEDGEMENT
Your Directors thank the 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 Company's
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 order of the Board of Directors
For BGIL Films & Technologies Limited
Sd/-
Place : New Delhi Rakesh Bhhatia
Date : August 29, 2014 Chairman
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