BOARD'S REPORT To, The Members, BMB Music and Magnetics Limited 1. Your 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. 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. 1D. 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. COMMITTES 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. 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 documents/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 COMPANY'S 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 cooperation 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 Chand Bokadia) DIN No. (01828803) Chairman cum Managing Director Date: 30th May, 2015 Place: Jaipur |