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Directors Report of BMB Music & Magnetics Ltd.

Mar 31, 2015

Dear Members,

The Directors have the pleasure of presenting the 24th Annual Report of the company together with Audited Accounts and Cash Flow Statement for the Financial Year ended March 31, 2015.

1. FINANCIAL SUMMARY

The Board's Report shall be prepared based financial statements of the company.

(Amount Rs.)

Particulars 2014-15 2013-14

Revenue from operation and 1,19,10,410.00 6,50,000.00 other income

Less: operating cost 1,95,55,041.00 13,84,075.00

Operating profit/PBDIT (76,44,631.00) (7,34,075.00)

Less: Finance charges 1,31,857.00

Less: Depreciation & 1,71,34,295.40 18,18,496.00 Amortization Expenses

Profit before tax &Extra- (2,47,78,926.40) (26,84,428.00) ordinary items

Less: Extra-ordinary items 1,16,39,630.00

Profit before tax(PBT) (3,64,18,556.40) (26,84,428.00)

Less: Current Taxes -

Add: Deferred Taxes 52,60,749.00 5,22,211.00

Profit after Tax(PAT) (3,11,57,807.40) (21,62,217.00)

No. of shares 60,59,700 60,59,700

EPS (5.14) (0.36)

The Company has released a movie during the year under review and there was operating loss or Rs. 76.44 lacs. Further, the company has to charge Depreciation according to the new Schedule of the Companies Act, 2013 on the basis of useful life of the Fixed Assets. The Company has charged Rs. 171.34 Lacs as Depreciation from Profit & Loss account in addition to the Extra-ordinary expense of Rs. 116.39 Lacs. As such the Company has incurred a Loss of Rs. 311.58 Lacs during the period under review.

2. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.

3. BOARD MEETINGS

The company met six times during the financial year 2014-15 on 30th May 2014, 14th August 2014, 4th October 2014, 15th November 2014, 14th February 2015 and 30th March 2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Clause 49 of Listing Agreement.

4. 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 31st March, 2015, 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 31st March,2015 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.

5. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT. IF ANY

All Independent Directors of the company have given declaration that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

6. 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 2014-15.

7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no related party transactions during the year 2014-15.

8. DIVIDEND & RESERVES

There was huge losses in the year 2014-15, as such the Board of Directors were not considered for dividend and transfer to Reserves.

9. 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.

10. 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

11- RISK MANAGEMENT POLICY

The company followed well established risk management assessment and minimization procedures which are periodically reviewed by the Board.

12. 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 and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

13. SHARE CAPITAL

The company did not raise any further capital during the year.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Azagan Thamizmane Vadaseri Alagappa, Director of the Company is to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Mr. Vinay Jain, Mr. Mahesh Sharma and Mr. Jaidev Chakravorty have been appointed as Independent Directors for a term of 5 years as per requirement of Companies Act, 2013.

Mr. Mahaveer Chand Bokadia and Mr. Rajesh Jain have resigned from the Directorship of the Company during the year 2014-15. The Board of Directors noted their contribution and appreciation in the development of the Company.

Mrs. Sohan kawar Kastoor Chand Bokadia has been appointed as Additional Director with effect from 30th March, 2015 for Mr. Azagan Thamizmane Vadaseri Alagappa has been appointed as Chief Financial Officer with effect from 30th March, 2015

Ms. Shivani Jain has resigned from the post of Company Secretary and Mr. Mahendra Singh Rajput was appointed as Company Secretary. Later on Mr. Mahendra Singh Rajput has also resigned and Ms. Mini Choudhary has been appointed as Company Secretary with effect from 30th March, 2015.

15. PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is NIL.

16. COMMIT TES OF THE BOARD

There are currently three committees of the Board which are follows:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders' Relationship Committee

17. 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.

18. AUDITORS

M/s Sarda Soni & Associates, Chartered Accountants, Statutory Auditors of the Company will hold office till the conclusion of this Annual General Meeting and are eligible for re-appointment. The Company received a certificate from M/s Sarda Soni & Associates, Chartered Accountants, Statutory Auditors to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 141 of the Companies Act, 2013. As per the provisions of Companies Act, 2013, they are being re-appointed till the conclusion of the next Annual General Meeting.

19. 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.

20. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. JAKS & Associates, Company Secretaries have been appointed Secretarial Auditors of the Company for the financial year 2014-15. The report of the Secretarial Auditors is enclosed as Annexure-ll. The report is self-explanatory and do not call for any further comments.

21. INTERNAL FINANCIAL CONTROLS

The Company has well defined mechanism in place to establish and maintain adequate internal controls over all operational and financial functions .

22. 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 documentsA/vigil Mechanism Policy link.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANDS OPERATIONS IN FUTURE

There was no such order passed by any Authority during the year 2014-15. No such cases are pending with any Authority.

24. 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.

25. DEPOSITS

The Company has not accepted any deposits during the year 2014-15 and, as such, no amount of principle or interest was outstanding as of the Balance Sheet date.

26. 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.

27. 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.

28. LISTING WITH STOCK EXCHANGES

The Company's securities are listed on Bombay Stock Exchange and the listing fee has been duly paid for the year 2014-15. Scrip Code on BSE is 531420.

29. 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.

By Order of the Board of Directors

(Kastoor Chard Bokadia) DIN No. (01828803) Chairman cum Managing Director Date: 30th May, 2015 Place: Jaipur


Mar 31, 2014

The Members,

The Directors have the pleasure of presenting the 23rd Annual Report of the company together with Audited Accounts and Cash Flow Statement for the financial year ended 31st March, 2014.

FINANCIAL RESULTS:

The financial results for the year ended 31st March, 2014 are summarized below:

(Amount Rs. in Lacs) 2013-14 2012-13

Revenue fronv Operations - 6:50 0.20

Gross Profit before Interest arid Depreciation (7.34) (141.87)

Less: Interest 1.32 0.11

Less: Depreciation 18.18 18.18

Profit/(Loss) for the year (26.84) ( 160.18)

Add: Deferred Tax 5.22 2.15

Profit/(Loss) after Taxation (21.62) (155.03)

DIVIDEND:

In view of the losses and overall financials of the Company, the Board of Directors regrets their inability to recommend any Dividend for the year under review.

DIRECTORS:

In accordance with the provisions of Companies Act, 1956 and the Article of association of the Company Mr. Kastoor Chand Bokadia and Mr. Pramod Bokadia are to retire by rotation at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment. Your Board of Directors recommends their re-appointment.

Mr. Mahaveer Chand Bokadia and Mr. Rajesh Jain has resigned from the Directorship of the Company. The Board of Directors noted .their.CQntrib.utian and appreciation in the development of the Company.

PARTICULARS OF EMPLOYEES

Information in accordance with Sub-Section (2A) of the Section 217 of the Companies act, 1956, as amended read with Companies (Particulars of Employees) Rules, 1975 is Nil.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public, shareholders or Employees during the period under the review.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the Listing Agreement with the stock exchanges. A separate section on corporate governance, along with certificate from the auditors confirming the compliance is annexed and forms part of the annual report as Annexure-A. The Chairman & Managing Director has confirmed and declared that all the members of the board and the senior management have affirmed compliance with the code of conduct.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

The Management Discussion and Analysis Report of the financial condition and results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement with

the Stock Exchanges, is given as a separate statement forming part of this Annual Report as Annexure B.

DIRECTORS'' RESPONSIBILITY STATEMENT:-

Pursuant to the requirement^under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors confirmed that:

1. In the preparation of the annual financial statements, the applicable accounting standards have

been followed along with proper explanations to material departure;

2. 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 ended on 31st March 2014 and the Company''s profit for the year ending on that date;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the Annual Accounts for the financial year ended 31st March 2014 on a "going concern basis."

SECRETARIAL AUDITOR

As per section 204 of Companies Act 2013, every listed company is required to annex with its Board''s report, a Secretarial Audit report given by a Company Secretary in practice. In line with this requirement, the Board of Directors has appointed M/s JAKS & Associates, Company Secretaries, Jaipur as Secretarial Auditor of the Company for the financial year 2014-15.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956:

- Conservation of Energy: Company Activities do not involve any significant energy

consumption; however every effort is being made to conserve it.

- Foreign exchange Earnings & Outgoings „

a) Foreign Exchange Earnings : NIL

b) Foreign Exchange Outgo : NIL

ACKNOWLEDGEMENT:-

We thank the Government of India, Ministry of Commerce & Industry, Ministry of Corporate Affairs, Ministry of Finance, Department of Economic affairs. Custom & Excise Department, Income Tax Department, Reserve Bank of India, BSE, NSE, NSDL, CDSL, all stakeholders, Bankers, various State Governments and other Government Agencies for their continuing support and look Forward for the same support in the future

By Order of the Board of Directors For BMB Music and Magnetics Limited

Chairman-cum- Managing Director [Kastoor Chand Bokadia] DIN No-(01828803)

Dated: 4th October, 2014 Place: Jaipur


Mar 31, 2012

THE MEMBERS:-

The Directors have pleasure in presenting their 21st Annual Report and Audited Accounts roar the year ended on 31st March, 2012.

I. FINANCIAL RESULTS:-

(Rs. in 000)

Particulars For the Year ended For the Year ended 31st March, 2012 31st March, 2011

Sales 608.00 3087.65

Increase/ (Decrease) in Stock (7946.18) (1766.54)

Other Income 0.00 0-00

Total Income 7338.18 1321.11

Profit / (Loss) Before Depreciation (8523.70) (8021.18)

Depreciation 1818.50 1818.50

Net profit / (Loss) for the year (10,342.20) (6202.68)

Extra-ordinary Expenses 0.00 0 00

Net Profit/ (Loss) before Tax (10,342.20) (6202.68)

Deferred Tax liability reversed for Current Year 506.96 497.26

Net Profit/ (Loss) after Tax (9835.24) (5705.42)

Balance in P/LA/c. carried from previous year (13.347.91) (7642.49)

Balance in P/LA/c carried to balance Sheet (23,183.15) (13347.91)

II. DIVIDEND:

In view of the losses and overall financials of the Company the Directors regret their inability to recommend any dividend for the year ended on 31" March. 2012.

III. DIRECTORS

In accordance with the provisions of the Companies act, 1956, and the Articles of Association of the Company Mr. Jaidev Chakravorty and Mr. Azagan Thamizmane Vadaseri Alagappa are to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Board of Directors recommends their re-appointment.

IV. PERFORMANCE AND FUTURE PROSPECTS

The performance of the Company is likely to improve as the Board of Directors are hopeful of break-through in production of films and to enlarge its present business activities.

V. AUDITOR''S REPORT

M/s. Sarda Soni Associates, Chartered Accountants have given their consent to be appointed as Statutory Auditors of the Company if appointed by the Members and have confirmed that their appointment if made will be within the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956

Further, the Auditor''s Report read with notes to the accounts referred are self-explanatory and therefore, do not require any comment / clarification.

VI. PARTICULARS OF EMPLOYEES

Information in accordance with Sub-Section (2A) of the Section 217 of the Companies act, 1956, as amended read with Companies (Particulars of Employees) Rules, 1975 is Nil.

VII. FIXED DEPOSIT

During the year under review, your Company has not accepted any fixed deposit from public in terms of provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

VIII. AUDIT COMMITTEE .

The Audit Committee consists of Independent Directors, namely, Dr. Azgan Thamizmane (Chairman), Mr. Mahesh Sharma (Member) and Mr. Jaidev Chakroborty (Member). The constitution of Audit Committee meets the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

IX. INVESTORS GRIEVANCE COMMITTEE

The Investors Grievance Committee consists of Dr. Azgan Thamizmane (Chairman), Mr. Mahesh Sharma (Member) and Mr. Jaidev Chakroborty (Member). The constitution of Investor Grievance Committee meets the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchanges.

X. CORPORATE GOVERNANCE: .

Your Company''s philosophy is to enhance Stakeholders'' value by adopting and implementing best of the Corporate Governance practices. A detailed Report on Corporate Governance Compliance duly certified by the Practicing Company Secretary form part of this Report as Annexure "A".

XI. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is appended to the Annual Report.

A Management Discussion, an Analysis Report also forms part of this Report of your Directors as Annexure stB.

XII. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that

a. In preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. 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.

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

d. The Directors had prepared the annual accounts on a going concern basis.

XIII. PARTICU^LARS^O^ENEBGY CONSERVATION. RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given as under:-

Conservation of Energy: Company Activities do not involve any significant energy consumption; however every effort is being made to conserve it.

XV''- RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION. ADAPTATION AND INNOVATION:-

The Company does no carry out any specific R & D activity on its own. However, the Company adopts the latpst trends in Technology Development and introduces the same so as to ensure higher production and reduction in cost with best output in return.

Foreign exchange Earnings & Outgoings .

(a) Foreign Exchange Earnings : nil

(b) Foreign Exchange Outgo : mil

By order of the Board of Directors,

Kastoor Chand Bokadia Managing Director

Place: Jaipur.

Dated: 04th September, 2012

Registered Office:-

A-Block Amrit Kalash Near Kamal & Company,

Tonk Road, Jaipur

 
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