Home  »  Company  »  BGIL Films & Technol  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of BGIL Films & Technologies Ltd.

Mar 31, 2014

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


Mar 31, 2013

To The Members,

The Directors are pleased to present the 24th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report thereon for the financial year ended, 31st March, 2013. The summarized financial results for the year ended 31st March, 2013 are as under:

FINANCIAL RESULTS (Rs. In Lacs)

Particulars Financial Year Ended Financial Year Ended March 31, 2013 March 31, 2012

Gross Income

Information Technologies/ services 1241.00 2146.76

Media 177.40 106.13

Other Income 6.71 5.76

Increase/ Decrease in Stock 12.11 4.06

TOTAL INCOME 1437.22 2262.74

LESS: Expenditure 1327.72 2149.07

Profit before depreciation, Interest & Tax 109.50 113.67

Less: Interest 1.48 0.18

Depreciation 92.28 81.27

Profit Before Tax 15.74 32.22

Tax expenses including deffered tax 18.92 28.69

Profit after Tax and Extraordinary items (3.18) 9.68

Balance brought forward from previous Year 323.33 313.64

Balance carried forward 320.15 323.33



RESULTS OF OPERATIONS

For the financial year 2012-13, revenue from operations was Rs.1418.40 lacs, out of which income from media segment at Rs. 177.40 lacs was higher by 67.15% over last year (Rs. 106.13 lacs in 2011-2012). Earnings before interest, tax, depreciation and amortization (EBITDA) at Rs. 109.50 lacs (Rs. 113.67 lacs in 2011-2012).

TRANSFER TO RESERVES

The Board of Directors do 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.

BUSINESS OVERVIEW

COMPANY''S PERFORMANCE

In the financial year 2012-13, revenue from operations was Rs. 1418.40 lacs, out of which income from media segment at Rs. 177.40 lacs, was higher by 67.15% over last year (Rs. 106.13 lacs in 2011-2012).

During the year, the Company was mainly involved in conceiving a long-term growth path by focussing on R&D and other activities for value addition and image building to sustain in the competitive market, therefore, this current year was totally dedicated and focused for completing the pending projects and also to grab the emerging opportunities already available in the market. The management feels that your company is in right direction to achieve the aforesaid well thought goals. Based on aforesaid contents the Company has, during the year finalized projects having potential for the growth which includes ''bgilnext.com'', a web based portal for the critical needs of Bollywood and other entertainment segments which is in the last phase of launch. Further Company has finalized a few scripts around characters mainly from Historical, Mythological and Political from the year1450-1950 and also plans to launch new serials/Reality shows on various TV channels.

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

During the year Mrs. Jaya Misra who was inducted as an additional director w.e.f 11th February, 2013, appointed as Wholetime Director of the Company w.e.f 12th August, 2013 to 11th August, 2016, subject to the Shareholders approval in the ensuing Annual General Meeting.

Mr. Vimal Kr. Srivastava, who was appointed as Wholetime Director of the Company w.e.f 7th November, 2012 has resigned from the Wholetime Directorship of the Company w.e.f .12st August, 2013. The Board places on record its gratitude for the services rendered by Mr. Vimal Kr. Srivastava during his tenure as Wholetime Director.

Further Mr. Vimal Kr. Srivastava, Director of the Company, retires by rotation being eligible for re-appointment at the ensuing Annual General Meeting.

During the year, Mr. Rakesh Bhhatia, Chairman cum Managing Director, has resigned from the Managing Directorship w.e.f 12th August, 2013, though he will continue to serve the Board as Director of the Company. Further the Board of Directors reconfirmed him as the Chairman of the Board.

Mr. Harjit Singh Anand was appointed as independent additional directors of the Company w.e.f. 12th August, 2013.

Mr. Rajiv Kumar, Director of the Company retire by rotation and being eligible offer for re-appointment at the ensuing Annual General Meeting.

A brief resume of the Directors retiring by rotation 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 Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company confirms 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 judgements 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, 1956

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 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

AUDITORS

M/s Sunil K Chaudhary & Co., Chartered Accountants, (Firm Registration No.021281N) who was the present Statutory Auditor of the Company has expressed their inability to continue as the Statutory Auditors of the Company.

The appointment of new Statutory Auditor in place of the present Auditors requires the approval of the members pursuant to section 224 of the Companies Act, 1956.

The Board of Directors of the Company recommends for the approval by the Members, the resolution for appointment of M/s SNMG & Co., Chartered Accountants (Firm Registration No.004921N) as Statutory Auditors of the Company until the conclusion of the next Annual General Meeting.

The Company has received letters from M/s SNMG & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Your Board has duly examined the Report issued by the Statutory Auditors'' of the Company on the Accounts for the Financial year ended March 31, 2013. The observations and comments given by Auditors in their report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

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 in their meeting held on 12th August, 2013, 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 217(1)(e) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated by Clause 49 of the Listing Agreement along with a certificate of compliance from Practising 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.

APPRECIATION

The Directors place on record their sincere appreciation of the customers, Government of India and of other countries, Registrar and Share Transfer Agents, vendors, bankers and Technology Partners for the support extended. 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 wish to thank the investors and shareholders for placing immense faith in them. 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

Place: New Delhi Sd/-

Date: August 12, 2013 Rakesh Bhhatia

(Chairman)


Mar 31, 2012

The Directors present the 23rd Annual Report and the audited accounts of the Company for the financial year ("FY") ended March 31, 2012.

Financial Results

The performance of the Company for the financial year ended March 31, 2012 is summarized below:

(Rs. In lacs)

Particulars Financial Year Financial Year ended March ended March 31,2012 31,2011

Gross Income

Information Technologies/services 2146.79 1954.01

Media 106.13 580.30

Other Income 5.75 22.88

TOTAL INCOME 2262.74 2557.20

Less: Expenditure 2149.07 2431.80

Profit before depreciation, Interest & tax 113.67 125.40

Less: interest 0.18 0.26

Less: depreciation 81.27 69.00

Profit before tax 32.22 56.14

Tax expenses including deffered tax 28.69 1.74

Profit after Tax and Extraordinary items 9.68 54.39

Balance brought forward From previous year 313.64 259.24

Balance carried forward 323.33 313.64

Financial Performance

During the year under review, your Company has earned income of Rs. 2262.75 Lacs against Rs. 2557.20 Lacs in the previous year. The profit before tax of the Company was Rs. 32.22 Lacs compared to Rs. 56.14 Lacs in previous year.

Dividend

Your Directors have not recommended any dividend on equity shares for the year under review.

AMALGAMATION WITH GROUP COMPANY

During the year under review, the Hon'ble High court of Delhi vide its order dated October 24, 2011, approved the Scheme of Amalgamation between "Kriti Communications Private Limited and " BGIL Films & Technologies Limited" .

CHANGE IN CAPITAL STRUCTURE

The Company's Shares are listed on the Bombay Stock Exchange (BSE) and are actively traded.

During the year under review, the authorized share capital has increased from Rs. 675.70 lakhs to 1167.78 lakhs and paid up share capital of the company has increased from Rs. 640.68 lakhs to 1132.76 lakhs, due to allotment of 49,20,800 new equity shares to the shareholder's of Kriti Communication Private Limited (Transferor Company) pursuant to the Scheme of Amalgamation approved by the Hon'ble High Court of Delhi vide its order dated 24th October, 2011.

Public Deposits

The Company has not accepted any deposits from the Public during the period under review. Listing of New Equity Shares

During the year under review New Equity shares, issued pursuant to the Scheme of Amalgamation got listed on Bombay Stock Exchange Limited (BSE).

Change of Regional Office, Registered Office and Corporate office of the Company

During the year under review the registered office of the Company has shifted from 623, 6th Floor Devika Tower, 6, Nehru Place, New Delhi-110019 to B-13 LGF, Amar Colony, Lajpat Nagar-IV, New Delhi-110024.

The Corporate Office of the Company has shifted from B-60, Sector-57, Noida -201301, U.P to B- 66, Sector-60 Noida-201301, U.P.

The Regional Office of the Company has shifted from Heritage Plaza, 8th Floor, 801-804, Above Dena Bank, Indian Oil Nagar, JP Road, Andheri (W), Mumbai-400053 to B-504, Morya House, New Link Road, Behind Crystal Plaza, Oshiwara Andheri (W), Mumbai-400053.

Information on Status of Company's Affairs

Information on operational and financial performance etc. is provided in the Management Discussion and Analysis Report, which is annexed to the Directors' Report and has been prepared in compliance with the terms of Clause 49 of the Listing Agreement with Indian Stock Exchanges.

Directors'

In terms of the provisions of the Companies Act, 1956, Shri Sanjay Kapoor, Director of the Company, retires by rotation may not opt to be re-appointed as a Director of the Company and the vacancy, so caused on the Board of the Company, may not filled up.

Shri Ashok Kumar Juneja, Director of the Company retires by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting.

A brief resume of the Director retiring by rotation 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.

Auditors and Auditors' Report

M/s SNMG & Co., Chartered Accountants (Firm Registration No.004921N) who was the present Statutory Auditor of the Company has expressed their inability to continue as the Statutory Auditors of the Company.

The appointment of new Statutory Auditor in place of the present Auditors requires the approval of the members pursuant to section 224 of the Companies Act, 1956.

The Board of Directors of the Company recommends for the approval by the Members, the resolution for appointment of M/s Sunil K Chaudhary & Co., Chartered Accountants, (Firm Registration No.021281N) as Statutory Auditors of the Company until the conclusion of the next Annual General Meeting.

The Company has received letters from M/s. Sunil K Chaudhary & Co, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Your Board has duly examined the Report issued by the Statutory Auditors' of the Company on the Accounts for the Financial year ended March 31, 2012. The observations and comments given by Auditors in their report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Particular of Employees

There is no employee whose particulars are required to be given in the terms of provision of Section 217(2AA) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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 217(1)(e) of the Companies Act, 1956.

FOREIGN EXCHANGE EARNING AND OUTGO

There is no Foreign Exchange Earnings & Foreign Exchange Outflow during the year.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated by Clause 49 of the Listing Agreement along with a certificate of compliance from Practising 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.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT 1956

The Board of Directors hereby confirms that:

i. In the preparation of the Annual Accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii. Your Directors had selected such accounting policies, which are in the best interest of the company and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company as at March 31, 2012 and of the profit of the company for the financial year under review.

iii. Your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv. Your Directors had prepared the accounts for financial year ended March 31, 2012 on a going concern basis.

APPRECIATION

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business associates and constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Sd/-

Rakesh Bhhatia

Chairman & Managing Director

Place: New Delhi

Dated: 29th August, 2012


Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the Twenty Second Annual Report of BGIL Films & Technologies Limited together with the Audited Statement of Accounts of the Company for the Year ended on 31st March 2011.

FINANCIAL RESULTS

The financial results of the Company for the period under review are summarized below. The previous figures in the financial statements have been regrouped, wherever necessary.

Period Ended Period Ended PARTICULARS 31st March, 2011 31st March, 2010 (Rs. in Lacs) (Rs. in Lacs)

Income from operations 2551.74 2653.84

Other Income 5.46 5.18

Total Income 2557.20 2659.02

Total Expenditure 2431.79 2512.20

Profit Before Interest 125.39 146.82 Depreciation & Tax

Less: Interest 0.26 0.31

Less: Depreciation 69.00 62.42

Profit before tax 56.13 84.09

Less: Provision for taxation 17.06 15.81

Less: Deferred Tax (15.32) 13.05

Profit after tax 54.39 55.22

Amount available for Appropriation 313.65 259.25

Balance carried to Balance Sheet 313.65 259.25

Paid up Equity Share Capital 640.68 640.68

Reserve & Surplus 903.37 848.97

FINANCIAL YEAR

The Accounting Year under review is for the period ended 31st March, 2011.

RESULTS OF OPERATIONS

The total revenues for the current year is Rs. 2557.20 lacs. The operating profit earned during the year is Rs. 125.39 Lacs and Profit after tax is Rs. 54.39 Lacs against Rs. 55.22 lacs as compared to last year.

The Company's operations have been discussed in the Management Analysis & Discussion Report in details.

SHARE CAPITAL

There has been no change in the Authorised and paid up Share Capital of the Company during the period.

PUBLIC DEPOSITS

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

DIRECTORS

During the year, under review, tenure of Mr. Rakesh Bhhatia, as a Managing Director of the Company, has expired and being eligible offer himself for re-appointment.

In terms of the Mr. Sanjay Kapoor, Director retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Mr. Rajiv Kumar, Additional Director of the Company be regularized at the ensuing Annual General Meeting of the Com- pany, subject to the confirmation by the Shareholders of the Company.

AUDITOR & AUDITORS REPORT

The auditors, M/s SNMG & Co., Chartered Accountants (Firm Registration No. 004921N), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The observations and comments given by the Auditors in this report read together with notes to Accounts are self explana- tory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

DIVIDEND

Since your Company needs to converse capital at this stage keeping in view its expansion plans, the Board of Directors have decided to plough back the profits achieved in the year under review, into the operations of the Company. Therefore, no dividend is recommended for the year ended March 31st, 2011.

LISTING OF SHARES

At present the Equity Shares of the Company are listed at Bombay Stock Exchange only and further details is mentioned in corporate governance section in Annual Report.

INITIAL PUBLIC OFFERING (IPO) OF BHARATIYA GLOBAL INFOMEDIA LIMITED, A GROUP COMPANY During the year, under review, Bharatiya Global Infomedia Ltd, a group company of BGIL Films & Technologies Limited, has entered in the capital market with an IPO of 6,720,000 Equity Shares of Rs 10 each. Issue gets good response from the Investors and got subscribed 2.06 times on an overall basis.

MERGER WITH KRITI COMMUNICATIONS PRIVATE LIMITED

Merger with Kirti Communication is going on and the most of the clearance has already been taken from Regulatory Authorities .

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are required to be given in the terms of provisions of Section 217 (2AA) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

TECHNOLOGY ABSORPTION, ADAPTATION AND THE INNOVATION

Your Company an Infotainment Company with its core operation being related technologies into Media & Films does not involve in any manufacturing activity, hence the provisions of the Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of directors) Rules 1988, is not applicable.

FOREIGN EXCAHNGE EARNINGS & OUTGO

There is no Foreign Exchange Earnings & Foreign Exchange Outflow during the year.

COMPANY SECRETARY

During the year, Ms. Sonia Singh has resigned from the post of Company Secretary and in her place Ms. Renu Kamra has appointed as the Company Secretary of the Company w.e.f. 01.04.2011.

CORPORATE GOVERNANCE

The Company is proactively following the principles & practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agree- ments of the Stock Exchanges are complied with.

A separate statement on Corporate Governance is produced as a part of the Annual Report with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement of the Stock Exchange.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT 1956:

The Board of Directors hereby confirms that:

1. In the preparation of the Annual Accounts all the applicable accounting standards has been followed along with proper explanations relating to material departures.

2. Your Directors have selected such accounting policies, which are in the best interest of the company and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company and of the profit of the company for the financial year 2010-2011.

3. Your Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March 2011 in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. Your Directors have prepared the Annual Accounts for the year 2010-2011 on the going concern basis.

ACKNOWLEDGEMENT

Yours directors wish to express their thanks for the cooperation, support and encouragement received from customers, vendors, bankers, Government and statutory authorities and last but not the least to our shareholders. Your directors also wish to place on record their grateful appreciation to the employees of the company who contributed significantly in achieving results and hope that they would continue their sincere and dedicated endeavour towards attain- ment of better results in years to come.

By the Order of the Board For BGIL Films & Technologies Limited

Sd/- Rakesh Bhhatia Chairman Cum Managing Director

Place : New Delhi Date : 01st September, 2011


Mar 31, 2010

The directors take pleasure in presenting the Twenty First Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended on 31st March 2010.

FINANCIAL RESULTS

The financial results of the Company for the period under review are summarized below. The previous figures in the financial statements have been regrouped, wherever necessary.

Period Ended Period Ended PARTICULARS 31st March, 2010 31st March, 2009 (Rs. in Lacs) (Rs. in Lacs)

Income from operations 2,653.84 2614.7

Other Income 5.18 5.66

Total Income 2,659.02 2620.37

Total Expenditure 2,512.20 2381.97

Profit Before Interest Depreciation & Tax 146.82 238.4

Less: Interest 0.31 0.68

Less: Depreciation 62.42 42.49

Profit before tax 84.09 195.23

Less: Provision for taxation 15.81 39.88

Less: Deferred Tax 13.05 31.12

Profit after tax 55.22 124.22

Amount available for Appropriation 259.25 204.02

Balance carried to Balance Sheet 259.25 204.02

Paid up Equity Share Capital 640.68 640.68

Reserve & Surplus 848.97 793.75

FINANCIAL YEAR

The Accounting Year under review is for the period ended 31st March, 2010.

COMPANYS PERFORMANCE

The total revenues increased to Rs. 2659.02 Lacs from Rs. 2620.37 Lacs in the previous year. The operating profit earned during the year is Rs. 146.82 Lacs and Profit after tax is Rs. 55.22 Lacs against Rs. 124.22 Lacs as compared to last year. The Companys operations have been discussed in the Management Analysis & Discussion Report in details.

SHARE CAPITAL

There has been no change in the Authorised and paid up Share Capital of the Company during the period.

PUBLIC DEPOSITS

The company has not accepted any deposits from the public during the period under reference.

DIRECTORS

During the year, under review there is no change in the compostion of the Board of Directors of the Company.

AUDITORS REPORT

The observation made by the Auditors in their Report is self explanatory and does not require any clarification.

AUDITORS

M/s SNMG & Co., Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment as the Auditors of the Company. The Company received confirmation that their appointment, if made, would be within the limits prescribed under Sec. 224(1 B) of the Companies Act, 1956.

DIVIDEND

As the Company has recently entered into new activities & there are requirements of funds so that no dividend has been proposed.

LISTING OF SHARES

At present the Equity Shares of the Company are listed at Bombay Stock Exchange Limited only.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are required to be given in the terms of provisions of Section 217 (2AA) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

TECHNOLOGY, ABSORPTION, ADAPTATION AND THE INNOVATION

Since the company does not own any manufacturing facility, the provision of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

FOREIGN EXCAHNGE EARNINGS & OUTGO

There is no Foreign Exchange Earnings & Foreign Exchange Outflow during the year.

COMPANY SECRETARY

During the year, Ms. Sonia Singh is appointed as the Company Secretary of the Company.

CORPORATE GOVERNANCE

The Company is proactively following the principles & practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements of the Stock Exchange(s) are complied with.

A separate statement on Corporate Governance is produced as a part of the Annual Report with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement of the Stock Exchange(s).

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

The Board of Directors hereby confirms that:

1. In the preparation of the Annual Accounts all the Applicable Accounting Standards has been followed along with proper explanations relating to material departures.

2. Your Directors have selected such accounting policies, which are in the best interest of the company and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company and of the profit or loss of the company for the Financial Year 2009-2010.

3. Your Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March 2010 in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. Your Directors have prepared the Annual Accounts for the year 2009-2010 on the going concern basis.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the wholehearted cooperation received from the Shareholders, Clients, Dealers, Bankers, Agencies and for the value advice and support received from other Business Associates and expects the same in future as well for sustaining the results achieved in the past

The Directors also wish to thank to all the employees at all the levels of their services.

By the Order of the Board For BGIL Films & Technologies Limited

Sd/- Place: New Delhi Rakesh Bhhatia

Date : 03rd September, 2010 Chairman Cum Managing Director

 
Subscribe now to get personal finance updates in your inbox!