డైరెక్టర్ల నివేదిక BMB Music & Magnetics Ltd.

Mar 31, 2025

Your Directors have the pleasure of presenting the 34th Annual Report of the company together with financial
statements for the Financial Year ended March 31,2025.

1. ANNUAL RETURN

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, the Company have a website
www.bmbmusicandmagnetics.com

2. DISCLOSURE WITH REGARD TO MEETING OF BOARD OF DIRECTORS

(A) Whether Company is an OPC or small company as at the FY end date

YES >/NO

(B) BOARD MEETING

During the Financial Year 2024-25, the Company held (8) eight meetings of the Board of Directors as per
Section 173 of Companies Act, 2013 which is summarized below.

5	Date of Meeting	Board Strength	No. of Directors Present	% of attendance
1	06.04.2024	5	5	100%
2	08.05.2024	5	3	60%
3	29.05.2024	5	5	100%
4	14.08.2024	5	4	80%
5	22.08.2024	5	5	100%

6	14.11.2024	5	4	80%
7	23.12.2024	5	4	80%
8	14.02.2025	5	4	80%

rO COMMITTEE MEETING
Number of meetings held

S. No.	Type of Meeting	Date of Meeting	Total Number of Members as on the date of meeting	Attendance
				Number of members attended	% of attendance
1.	AUDIT COMMITTEE	29/05/2024	3	3	100%
		14/08/2024	3	3	100%
		14/11/2024	3	3	100%
		14/02/2025	3	3	100%
2.	NOMINATION AND REMUNERATION COMMITTEE	08/05/2024	3	3	100%
		14/08/2024	3	3	100%
3.	STAKEHOLDER''S RELATIONSHIP COMMITTEE	14/08/2024	3	3	100%
4.	INDEPENDENT DIRECTOR’S COMMITTEE	14/08/2024	2	2	100%

3. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Dir ectors of the Company confirms
that-

(a) In the preparation of the annual accounts, the applicable accounting standards had 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 affair s of the
company at the end of the financial year and of the profit 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 this Act 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; and

(e) Company being unlisted sub clause (e) of section 134(5) is not applicable.

(f) The dir ectors had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and oper ating effectively.

4. FRAUD REPORTING UNDER SUB SECTION (12) OF SECTION 143

During the year under review, Auditors of the company have not reported any instances of frauds committed
in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies
Act, 2013, details of winch need to be mentioned in this Report.

5. DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149161

All the Independent Directors have given then 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 ther eunder'' and the Securities and Exchange Board of India (Listing
Obligations and Disclosur e Requirements) Regulations, 2015.

6. NOMINATION AND REMUNERATION COMMITTEE UNDER SECTION 178(11(31

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 31^st March, 2025. Details of
Nomination and Remuneration Committee Meeting:-

Sr. No.	Name of Committee Members	Designation
1.	Mr. Deepak Arora	Chairman
2.	Mrs. Sohankawar Kastoorchand Bokadia	Member
3.	Mr. Mahip Jain	Member

SALIENT FEATURES OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company formulated a criteria’s for determining
qualifications, positive attributes and independence of a Director and other matters provided under sub¬
section (3) of Section 178 of the Companies Act, 2013 and recommended to the Board a policy relating to
the remuneration for the Directors, Key Managaial Personnel and other employees.

Appointment Criteria & Qualification:

The appointment of Director, Key Managaial Pasonnel and Senior Management will be based on the
outcome of paformance review.

The recruitment process for selection to aforementioned categories of pasonnel 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 consida the standards of qualification, expat ise and expaience of the candidates for
appointment as Director, Key Managaial Pasonnel and accordingly recommend to the Board his/her
appointment.

Remuneration to Key Managerial Personnel, Senior Management Personnel and otha employees:

a. The Key Managerial Pasonnel, Senior Management Pasonnel and otha employees shall be paid
remunaation as pa 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 pay outs for the variable part
(Paformance Incentive).

c. The composition of remunaation so determined by the Committee shall be reasonable and sufficient to
attract, retain and motivate the Key Managaial Pasonnel and Senior Management of the quality required
to effectively inn the Company. The relationship of remuneration to performance should be clear and meet
appropriate performance benchmarks.

d. The market salary survey for total remunaation is commissioned with external consultants. The Basket
of companies chosen for the survey are selected and finalized by HR department in consultation with
concaned 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 least one Board member who has accounting or
related financial management expertise and at least one women director.

7. AUDITORS AND THEIR REMARKS:

♦ STATUTORY AUDITOR

M/s Vinod Singlial & Co. LLP, Chartered Accountants, having registration No. 005826C/ C400276 allotted
by The Institute of Chartered Accountants of India (ICAI) was re-appointed as the statutory auditors of the
Company by the Shareholders at its 31st Annual General Meeting till the conclusion of the 36th Annual
General Meeting of the Company to be held in the calendar year 2027.

Then appointment was recommended by Audit Committee.

s. No.	Auditors’ Qualification, Reservations or adverse remarks or Disclaimer in the Audit Report	Directors’ Comments on Qualification, Reservations or adverse remarks or Disclaimer of the auditors as per Board report
	NO	NA

♦ Cost Auditor

The Cost Audit in pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and
Audit) Rules, 2014 is not applicable on the company.

8. SECRETARIAL AUDITOR

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 2024-25. The
report of the Secretarial Auditors is enclosed as Annexure-A.

S. No.	Auditors’ Qualification, Reservations or adverse remarks or Disclaimer in the Secretarial Audit Report	Directors’ Comments on Qualification, Reservations or adverse remarks or Disclaimer of the Secretarial auditors as per Board report
1.	In preparation offinancial statements for the financial year 2024-25 the provisions of	Company will take collective actions to resolve the qualifications and there is no

	Schedule III of the Companies Act, 2013 has not been followed.	malafide intention of the Company behind such non-compliances.
2.	The provisions of secretarial standards prescribed by the Institute of the Company Secretaries of India has not been complied with.	Company will take corrective actions to resolve the qualifications and there is no malafide intention of the Company behind such non-compliances.
3.	The company has not maintained its website as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. Hence there is violation of Regulation 46. The company has neither adopted any policies as prescribed under Companies Act, 2013 and SEBI (LODR), 2015 nor any policies have been amended as per the amendments made in Companies Act, 2013 and SEBI (LODR) , 2015.	Company will take corrective actions to resolve the qualifications and there is no malafide intention of the Company behind such non-compliances.
4.	Listing fees has not been paid within the prescribed time period for the financial year 2024-2025.	Company will take corrective actions to resolve the qualifications and there is no malafide intention of the Company behind such non-compliances.
5.	The Company has not complied with the requirement of composition of board as per the Companies Act 2013 and regulation 17 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 during the year under review	Company will take corrective actions to resolve the qualifications and there is no malafide intention of the Company behind such non-compliances.
6.	Company has not complied with the Regulation 3 (5) of The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 during the period under review v.	Company will take corrective actions to resolve the qualifications and there is no malafide intention of the Company behind such non-compliances.
7.	Company has neither maintained a Structured Digital Database nor has any software in place. Further, quarterly report of Structured Digital Database has not been submitted.	Company will take collective actions to resolve the qualifications and there is no malafide intention of the Company behind such non-compliances.
8.	The company has not complied with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.	Company will take collective actions to resolve the qualifications and there is no malafide intention of the Company behind such non-coninliances.

9. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies
Act, 2013 during the year under review and hence the said provision is not applicable.

Section 186 details

Details of loan, guarantee, investment or security is given by the company as per section 186

(a) *Whether any loan, guarantee is given by the company or securities of any other body corporate
purchased - (No)

(b) Whether the Company falls in the category provided under'' section 186(11) -(No)

(c) *Are there any reportable transactions on which section 186 applies (Whether or not threshold exceeds
60% of its paid-up share capital, free reserves and securities premium account or 100% of its free reserves
and securities premium account) - (No)

(d) Brief details as to why transaction is not reportable NA

10. TABLE FOR ENQUIRING THE DETAILS

*Number of tr ansactions

Block-1
Corporate identity number (CIN) or foreign company registration number (FCRN) or Limited Liability Partnership number (LLPIN) or Foreign Limited Liability Partnership number (FLLPIN) or Permanent Account Number (PAN)/Passport for individuals or registration number	NA
Name of the Party	NA
Type of person (Individual / Entity)
Nature of transaction	NA
In cas e of loan, rate of interest would be enquired	NA
Brief on the tr ansaction	NA
Amount (in INR)	NA
Date of passing Board resolution (DD/MM/YYYY)	NA
Whether the thr eshold of 60% of paid-up share capital, free reserves and securities premium	NA

account or 100% of its free reserves and
securities premium account breached?
Whether the transaction falls under the purview of proviso to Section 186(3) and Company is not requir ed to pass SR.	NA
SRN of MGT-14	NA

11. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

During the period under review, the Company had reported turnover of Rs. 255.00 (amount in Lakhs) turnover
which has been increased as compared to previous Financial Year turnover of Rs. 11.50 (amount in Lakhs).
The net profit of the Company was recorded as Rs. 1 26.88 (amount in Lakhs), which is further a substantial
incr eased as compared to the profit of Rs. 5.18 (amount in Lakhs) as in pr evious Financial Year.

12. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (31 tJl OF THE COMPANIES ACT,
2013

Company has not transferred any amounts in the Reserves in terms of Section 134(3) (J) of the Companies
Act, 2013.

13. DIVIDEND

During Financial Year 2024-25, Board of Directors did not recommend any Dividend to Shareholders of
the Company and does not form any Dividend policy.

14. MATERIAL CHANGES AND COMMITMENTS

The material changes and commitment made by directors affecting financial position of the company dining
the financial vear are as follows:

Appointment/Resignation	1. Ms. Prana Sharma Whole Time Company secretary (Membership No.
of director/KMP	A72600) has resigned office with e.f. 07th March, 2025.

15. BUSINESS RISK MANAGEMENT

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

16. CORPORATE SOCIAL RESPONSIBILITIES (CSR1

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.

CSR details:

Details on policy development and implementation by company on corporate social responsibility
initiatives taken during year

(a) (i) * Whether CSR is applicable as per section 135: NOT .APPLICABLE

(ii) Turnover (in Rs.): Nil

(iii) Net worth (in Rs.): Nil

(b) Net profits for last three financial years

Financial year ended	FY 2023-24	FY 2022-2023	FY7 2021 2022
Profit before tax (In Rs.)	Nil	Nil	Nil
Net Profit computed u/s 198 adjusted as per rale 2(l)(f) of the Companies(CSR Policy) Rules, 2014 (in Rs.)	Nil	Nil	Nil

17. Average net profit of the company for last three financial years (as defined in Explanation to sub-section
(5) section 135 of the Act) (in Rupees) : Nil

18. Prescribed CSR Expenditure (two per cent, of the amount as in item 17 above) (in Rupees): Nil

19. Total amount spent on CSR for the financial year (in Rupees): Nil

(b) Amount spent in local area (in Rupees) Nil

(c) Manuei'' in which the amount spent during the financial year as detailed below NA
Number of CSR activities

(If number of programmes/ projects/ activities is more than twenty, submit the remaining details in
EXCEL sheet as specified in instruction kit): NA

S.	CSR	Sector	Projects or	Projects or	Amount	Amount	Expenditure	Mode
No	project or	in	programs	progr ams -	outlay	spent on	on	of
		which					Administrativ	Amoun
	activity identifie	the	- Specify the	Specify the	(budget)	the	e	t spent
	d	Project		district	project	projects	overheads
			State		or	or
			/Union	where			(in Rs.)
		cover e			program	program
		d	Territory	projects or	s	s
			where	programs	wise	(in Rs.)
				was

			the Project/ Program v''as undertake n	undertake n	(in Rs.)
1
2
	total

20. Give details (name, address and email address) of implementing agency (ies), NA
21 (a) Explanation for not spending

(Inability of company to formulate a well-conceived CSR Policy/Adoption of long gestation CSR
programmes or projects/Suitable implementing agencies not found/ Non-receipt of utilization certificate
from implementing agencies/Delay in formation of CSR coimnittee/Delay in implementation of
plan/restricting of CSR polices etc./ budget advanced to NGO’S but not spent / delay in project
identification/Lack of prior expertise/Delay in capacity building/Others), NA

(b) If others, specify, NA

22. Whether a responsibility statement of the CSR Committee on the implementation and monitoring of
C SR policy is enclosed to the board report. NA

23. DISCLOUSRE UNDER RULE 8/8A OF COMPANIES ACCOUNTS RULES 2014.

Energy conservation, technology absol ution & Foreign Exchange Earnings and Outgo

(A) Technology absorption:

(i) Efforts, in brief, made towards technology absorption: Nil

(ii) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product
development, inport substitution, etc.: Nil

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the
financial year), following information may be furnished: Nil

(a) Details of technology imported: N. A.

(b) Year of inport: N.A.

(c) Whether the technology been fully absorbed: N.A.

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore: N.A.

(iv) The expenditure incurred on Research and Development: N.A.

(B) Conservation of energy:

Steps Taken / impact on conservation of energy, with special reference to the following:

(i) Steps taken or inpact on conservation of energy: Not Applicable.

(ii) Steps taken by the coup any for utilizing alternate sources of energy including waste generated: Not
Applicable.

(iii) Capital investment on energy conservation equipment: Nil
(O Foreign exchange earnings and Outgo

Earnings	Nil
Outgo	Nil

(D) Information about Subsidiary/ JV/ Associate Company

Conpany does not have any Subsidiary, Joint ventur e or Associate Conpany.

(E) Disclosure as per rule 8(5) of Companies Accounts Rules 2014

(I) Disclosure of companies which have become or ceased to be its subsidiaries, joint ventures or
associate companies during year-NA

(E) Statement regarding opinion of the Board with regard to integrity, expertise and experience
(including the proficiency) of the independent directors appointed during the year-NA

(El) Internal control systems and their adequacy

The Conpanies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the
Conpany. The system should be designed and operated effectively. Rule 8(5) (viii) of Conpanies
(Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with
reference to the financial statements to be disclosed in the Board''s report. To ensure effective Internal
Financial Controls the Conpany has laid down the follow’ing measures:

The Company maintains adequate internal control system and procedures commensurate with its size and
nature of operations. The internal control systems are designed to provide a reasonable assurance over
reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets
of the Conpany and prevent misuse/ losses and legal conpliances.

All operations are executed through Standard Operating Procedur es (SOPs) in all functional activities for
winch key manuals have been put in place. The manuals are updated and validated periodically.

All legal and statutory conpliances are ensured on a monthly basis. Non-compliance, if any, is seriously
taken by the management and corrective actions are taken immediately. Any amendment is regularly
updated by internal as w^rell as external agencies in the system.

Approval of all transactions is ensured thr ough a preapproved Delegation of Authority Schedule wiiich is
reviewed periodically by the management.

The Conpany follows a robust internal audit process. Transaction audits are conducted regularly to ensure
accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset

Verification of assets is done on an annual basis. The audit reports for the above audits are compiled and
submitted to Managing Director and Board of Directors for review and necessary action.

(IV) A disclosure, as to whether maintenance of cost records as specified by the Central

Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by
the Company and accordingly such accounts and records are made and maintained.-NA

(V) Details of proceedings under Insolvency and Bankruptcy Code, 2016

No application is made and/or no proceedings are pending under Insolvency and Bankruptcy Code, 2016
in favor and/or against the Company during the year and after the end of the financial year till the signing
of this Board Report

(VI) Details of difference between amount of valuation done at the time of one time settlement and
valuation done while taking the loan.

Not applicable

(VII) Financial Highlights

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

Particulars	2024-2025	2023-24
Revenue from Operations	255.00	11.50
Other Income	33.43	-
Profit before Interest and Depreciation and Tax	118.09	6.32
Finance Cost	0.00	0.00
Depreciation	0.96	1.14
Net Profit before Tax	117.13	5.18
Tax Expense	-	-
Deferred T ax	(9.75)	0.00
Net Profit after Tax	126.88	5.18

(Mil) Change in Nature of Business

There is no change in the Nature of Business of the Company dur ing the Year'' under Review.
(IX) 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.

Thus, the Board of Directors of BMB Music and Magnetics Limited does not have an optimum mix of
Executive and Non-Executive Directors.

As on 31^s* March, 2025, the Board of the Company consists of five (5) Directors. The composition and category
of Directors/KMP is as follow:

Directors/KMP as on 31.03.2025 are as follows:

Category	Number of Direetors/CFO	Name of Directors/ KMP	Promoter/ Promoter Group	Date of Appointment	Date of cessation
Executive Directors	1	Mr. Kastoor Chand Bokadia DIN: (01828803)	Yes	23/02/1994	-
Director/CFO	1	Mr. Azgan Thamizmane Vadaseri Alagappa PAN:ACBPT2655H	No	30/03/2015
Non- Executive Directors	1	Mrs. Sohankanwar Bokadia DIN: 03592230	Yes	30/03/2015
Non- Executive Independent Directors	2	Mr. Deepak Arora DIN: 07768439	No	14/08/2021	-
		Mr. Maliip Jain DIN: 07130462	No	13/02/2024	.

(F) Deposit

During the year under review, your Company has not invited any deposits from public/shareholders as per
Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

(i) Deposits accepted during year.

(ii) Deposits remained unpaid or unclaimed at end of year

(iii) Amount of default in repayment of deposits or payment of interest there on beginning of year

(iv) Maximum amount of default in repayment of deposits or payment of interest thereon during year

(v) Amount of default in repayment of deposits or payment of interest thereon end of year

(vi) Number of cases of default in repayment of deposits or payment of interest thereon beginning of year

(vii) Maximum number of cases of default in repayment of deposits or payment of interest thereon during
year

(viii) Number of cases of default in repayment of deposits or payment of inter est thereon end of year

(ix) Details of deposits which are not in compliance with requirements of Chapter V of Act.

(G) Significant and Material Orders Passed By the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would inpact the going
concern status of the Coup any and its future operations.

(H) Board Evaluation

Pursuant to the provisions of the Conpanies Act, 2013 and SEBI (Listing Obligation and Disclosur e
Requirement) Regulation, 2015, the Board has canied out an annual performance evaluation of its own
performance, the Directors individually as well as the evaluation of the working of its Audit Committee,
Nomination & Remuneration and other committees as per the Board Evaluation policy.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors,
covering various aspects of the Board’s functioning such as adequacy of the conposition of the Board and
its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was canied out to evaluate the performance of individual Directors including the
Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Conpany and its minority shareholders etc. The
performance evaluation of the Independent Directors was canied out by the entire Board. The performance
evaluation of the Non-Independent Directors was canied out by the Independent Directors.

(I) Disclosure for compliance with other statuotaiy laws

(a) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

Conpany has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set
up Committee for implementation of said policy.

The Conpany has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Further the Conpany was committed to providing a safe and conducive work environment to its enployees
during the year under review. Your Directors further state that during the year under review, there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

Summary of sexual harassment conplaints received and disposed of during the financial year: -

• No. of conplaints received: Nil

• No. of conplaints disposed off: Nil

• No. of conplaints pending: Nil

• No. of conplaints unsolved: Nil

• No. of sexual harassment conplaints beyond 90 days: Nil

(b) Statement that the company has complied with maternity benefit act.

• The Maternity Benefit Act is not applicable to the company, as the conpany has no female
enployees.

(J) Number of employees as on the closure of financial year

• There are 5 employees in the company.

• Female: 1

• Male: 4

• Transgender: 0

24. NUMBER OF OTHER MATTERS TO BE INCLUDED IN DIRECTORS REPORT
(A) Share Capital

During FY 2024-25, there is no change in the capital structure of Company. The authorized 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).

(BITransfer of unclaimed dividend to Investor Education and Protection Fund

Pursuant to the provisions of the Section 124 and 125 of the Companies Act, 2013 read with the IEPF
Authority (Accounting, audit, Transfer and Refund), Rule, 2016 (“The Rules”) Unpaid/Unclaimed
Dividend are required to be transferred by the Company to Investor Education & Protection fund (The
IEPF) established by the Central Government after the completion of seven years. Further according to
the Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for
seven consecutive years or more shall also be transferred to the demat account created by the IEPF
Authority. However, the Company did not declare any dividend.

(C) Disclosure relating to the provision of Section 73 of Companies Act, 2013 read with rule 121
(l)(c)(viii) of The Companies (Acceptance of Deposit) Rules 2014.

During the year the company has not accepted any amount from its director(s) and his/their
relatives.

(Pt Related Party Transactions

During the year under review, no related party transaction as referred under Section 188 of the
Companies Act, 2013 were entered.

Details of Related Party Transaction are disclosed in the note no. 2B. 12 (ii) of Notes to accounts annexed
to the Financial Statements.

(E) 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.

(FI Information Pursuant To Rule-5 Of The C ompanies (Appointment And Remuneration) of
Managerial Person, Rule, 2014 Of The Companies Act, 2013:

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 2024-25 pursuance the
provisions in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial personnel) Amendment Rules, 2016 and Disclosur es pertaining to remuneration and other
details as required under Section 197 (12) of the Act read withRule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, Statement of Particulars of employees is NIL.

(G) Vigil Mechanism / Whistle Blower Policy

In pursuant to the provisions ofSection 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.bmbmusicandmagnetics.com under
investors/policy documents/Vigrl Mechanism Policy link.

(H) Composition of 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 31^st March, 2025. The detail of the
composition of the Audit committee as follows:

Sr. No.	Name of Committee Members	Designation
1.	Mr. Deepak Arora	Chairman
2.	Mrs. Sohankawar Kastoorchand Bokadia	Member
3.	Mr. Mahip Jain	Member

(I) Credit Rating

The Company has not obtained Credit Rating from any credit rating agency during the Financial Year
2024-25.

(J) Internal Auditor

Ill terms ofthe Section 138 ofthe Companies Act, 2013, M/s. M/s AJMK & Associates (F.R.N.
019318C), Chartered Accountants were appointed by the Board of Directors of the Company
as Internal Auditors ofthe Company to conduct the Internal Audit ofthe Company to introduce
adequate internal control procedure and shall report to the Board of the company directly.

(KlCorporate 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 duiing 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 Regulations (2) read with Regulation 27(2) of SEBI (LODR)
Regulations, 2015.

(L) 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, 2024, the
detail of the composition of the Stakeholders’ Relationship Committee Meetmg along with their
meetings lield/attended is as follows:

Details of Stakeholders’ Relationship Committee Meeting:-

Sr. No.	Name of Committee Members	Designation
1.	Mr. Deepak Arora	Chairman
2.	Mrs. Sohankawar Kastoorchand Bokadia	Member
3.	Mr. Azgan Thamizmane	Member
	Vadaseri Alagappa

(M)Secretarial Standard

During the reporting period 2024-25, your Company has complied with the Secretarial Standard issued by the
Institute of Companies Secretaries of India, which were made applicable and amended from time to time.
QQListing And Confirmation Of Fee

The securities of your Company are listed on The Bombay Stock Exchange Limited (BSE) The Annual Listing
fees for the Financial Year 2024-25 were paid as and when required during the Financial Year.

Annual Custodian fees to NSDL and CDSL for the Financial Year 2024-25 were also paid on time.

(Ol Statutory Disclosures

During the reporting Financial Year 2024-25, your Directors state that there being no transactions were done
with respect to the following items, hence, no disclosur e or reporting is required:

i. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

ii. Issue of Shares (including Sw^eat Equity Shares) to the Employees of your company under any scheme.

iii. The Managing Director of your Company did not receive any remuneration or commission from any of the
subsidiaries.

iv. No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the
going concern status and Company’s operations in future.

v. Buy Back of Shares.

vi. The Company has neither filed any application under the Insolvency and Bankmptcy Code, 2016 (31 of
2016), as amended from time to time, nor has availed one time settlement with respect to any Loans from
Banks or Financial Institutions.

(P) Management Discussion And Analysis Report

In terms of Provision of Regulation 34 of SEBI (Listing Obligation & Disclosure Requirement) Regulation,
2015 and in compliance of the provision of Companies Act -2013 a Management Discussion and Analysis
Report is appended to this report as Annexure B.

(O)Iiulusti ial Relation

Relation with the employees remain cordial and your Directors wish to place on record then appreciation of
the co-operation and contribution made by the employees at all levels.

(RlRight Of Member To Copies Of Audited Financial Statement

Having regard to the Provisions of the first proviso to Section 136(1) of the Act read with MCA Circular Nos.
10/2022, dated 28th December 2022, 02/2022 dated May 05, 2022, 02/2021 dated January 13, 2021,20/2020
dated May 05, 2020 read together'' with Circular no. 14/2020 dated April 08, 2020, Circular no. 17/2020 dated
April 13, 2020 and Circular no. 22/2020 dated June 15, 2020 and Circular no. SEBI/HO/CFD/CMD
2/CERJV2021/11 dated January 15, 2021 and SEBEHO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and
any other circulars be issued from time to time by the Securities Exchange Board of India, the Annual Report
for Financial Year 2024-25 and other communications is being sent only to those members, whose email id are
registered with the Company/ RTAUepositories on cut-off date for sending notice of AGM thr ough electr onic
mode only. The Member may note that no printed Annual Report for Financial Year 2024-25 w''ould be issued
except requested specifically.

The Members wiio had joined the Company as member after cut-off date for sending notice to members till 7
days prior to date of Meeting may write to [email protected].

The Members may note that the Notice of the 34th AGM along with the Annual Report for Financial Year
2024-25 will also be available on the Company’s website www.bmbmusicandmagnetics.com, w''ebsite of the
Stock Exchange and on the website of the E-voting and Video conferencing Agency.

(S)Investor Grievance Redress al

There were no pending complaint or share transfer cases as on 31^stMarch, 2025, as per the certificate given by
RTA.

rDCautionarv Statement

The statements contained in the Board’s Report and Management Discussion and Analysis contain certain
statements relating to the future and ther efore are forward looking within the meaning of applicable securities,
laws and regulations. Various factors such as economic conditions, changes in government regulations, tax
regime, other statues, market forces and other associated and incidental factors may however lead to variation
in actual results.

(U)Ac knowledge merits

Your Board place on record then appreciation for the overwhelming co-operation and assistance received from
the Company’s esteemed Shareholders, valued Business Associates, Bankers, various Financial Institutions,
the State and Central Government Bodies, Auditors and Legal Advisors for then valuable contribution and
continued support and to all the persons who reposed faith and trust in Company.

Your Board also place on record then appreciation to its employees for then dedicated service and firm
commitment to the goals of the Company, without their commitment and hard work, Company’s consistent
growth was not possible

By Order of the Board of Directors

Kastoor (hand Bokadia
DEV - 01828803

Chairman cum Managing Director

Date: 22.08.2025
Place: Jaipur

---

Mar 31, 2024

Your Directors have the pleasure of presenting the 33 ^rd Annual Report of the company together with
financial statements for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY

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

(Amount in Lakhs)

Particulars	2023-24	2022-23
Revenue from Operations	12.00	14.00
Other Income	-	-
Profit before Interest and Depreciation and Tax	6.63	10.29
Finance Cost	0.00	0.30
Depreciation	1.45	1.85
Net Profit before Tax	5.18	8.14
Tax Expense	-	-
Deferred Tax	0.00	2.83
Net Profit after Tax	5.18	5.31

2. STATE OF COMPANY’S AFFAIRS/ FINANCIAL PERFORMANCE

During the period under review, the Company had reported turnover of Rs. 12.00 (amount in Lakhs)
turnover which has been decreased as compared to previous Financial Year turnover of Rs. 14.00
(amount in Lakhs). The net profit of the Company was recorded as Rs. 5.18 (amount in Lakhs), which
is further a substantial decrease as compared to the profit of Rs. 5.31(amount in Lakhs) as in previous
Financial Year.

3. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE

COMPANY

No Company become or/ceased to be its Subsidiaries, Joint Venture or Associate Companies during
the year.

4. CHANGE IN NATURE OF BUSINESS

There is no change in the Nature of Business of the Company during the Year under Review.

5. RESERVES

During Financial Year 2023-24 under review, the Board has not transferred any amount General
Reserve Account of the Company.

6. DIVIDEND

During Financial Year 2023-24, Board of Directors did not recommend any Dividend to Shareholders
of the Company and does not form any Dividend policy.

7. SHARE CAPITAL

During FY 2023-24, there is no change in the capital structure of Company. The authorized 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).

8. 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.

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 31^st March, 2024, the Board of the Company consists of five (5) Directors. The composition
and category of Directors is as follow

Category	Number of Directors	Name of Directors/ KMP	Promoter/ Promoter Group
Executive Directors	1	Mr. K. C. Bokadia	Yes
Executive Directors Non - Independent Directors	1	Mr. Azgan Thamizmane Vadaseri Alagappa	No
Non- Executive Directors	1	Mrs. Sohankanwar Bokadia	Yes
Non- Executive Independent Directors	2	Mr. Deepak Arora	No
		Mr. Mahip Jain	No

i. CESSATION

• Pursuant to Provisions of Section 152 of the Companies Act, 2013 Mr. Azagan Thamizmane
Vadaseri Alagappa (DIN: 01712306), Non- independent, Executive Directors, retired and,
being eligible, offers himself for re-appointment as a Non- independent, Executive Directors
of the Company liable to retire by rotation.

Except above, during the Financial Year 2023-24, no Directors/ KMPs retired or ceased their office.

ii. APPOINTMENT/ RE-APPOINTMENT

• Mr. Mahip Jain, appointed as Non-Executive, Independent Director of the Company on
February 13^th, 2024, for a term of 5 years.

• Ms. Prerna Sharma, appointed as Company Secretary of the Company w.e.f. December 15^th,
2023

• Mr. Kastoor Chand Bokadia (DIN: 01828803) re-appointed as Managing Director of the
Company with effect from November 25^th, 2023 for a term of three years.

• Mr. Azagan Thamizmane Vadaseri Alagappa (DIN: 01712306) re-appointed as an Executive
Director and CFO for the tenure of three years w.e.f February 13th, 2024.

Except above, during the Financial Year 2023-24, no other Directors/KMPs was appointed on the

Board of the Company.

9. DECLARATION BY INDEPENDENT DIRECTORS

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.

10. BOARD MEETINGS

During the Financial Year 2023-24, the Company held four meetings of the Board of Directors as per
Section 173 of Companies Act, 2013 which is summarized below.

Sr. No.	Name Directors	D ate of meeting and their attendance in				each meeting		Total no. of Meetings attended by each Director
		16.06.2023	04.09.2023	13.11.2023	15/12/2023	13.02.2024	05.03.2024
1.	Mr. Kastoor Chand Bokadia	S	S	S	S	S	S	Six (6)
2.	Mrs. Sohankawar Kastoorchand Bokadia	S	S	S	S	S	S	Six (6)
3.	Mr. Azagan Thamizmane Vadaseri Alagappa	S	S	S	S	S	S	Six (6)
4.	Mr. Mahip Jain	-	-	-	-	-	S	One (1)
5.	Mr. Deepak Arora	S	S	S	S	S	S	Six (6)

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.

11. 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 31^st March, 2024. The detail of the
composition of the Audit committee along with their meetings held/attended is as follows:

Details of Audit Committee Meeting:-

Sr. No.	Date	Name of Committee Members and their attendance in each meeting
	Meeting	Mr. Deepak Arora	Mrs. Sohankawar Kastoorchand Bokadia	Mr. Mahip Jain
	Designation	Chairman	Member	Member
1.	16/06/2023	S	S
2.	13/11/2023	S	S
3.	15/02/2024	S	S	S
4.	05/03/2024	S	S	S
Total no. of Meetings attended by each Committee Members		Four(4)	Four(4)	Two(2)

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 31^st March, 2024, 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 Aro	Mrs. Sohankawar Kastoorchand Bokadia	Mr. Mahip Jain
	Designation	Chairman	Member	Member
1.	04/09/2023	S	S
2.	13/11/2023	S	S
3.	05/03/2024	S	S	S
Total no. of Meetings attended by each Committee Members		3(Three)	3(Three)	1(one)

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 pay outs 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 least one Board
member who has accounting or related financial management expertise and at least 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 31^st March, 2024, 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.	05/03/2024	S	S	S
Total no. of Meetings attended by each Committee Members		1(One)	1(One)	1(One)

INDEPENDENT DIRECTOR’S COMMITTEE

There are two Independent Directors in the Company as at 31^st March, 2024 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.	05/03/2024	S	S
Total no. of Meetings attended by ea Committee Members		1(One)	1(One)

12. 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, the Company
does not maintain a website.

13. AUDITOR AND AUDITOR’S REPORT

i. STATUTORY AUDITOR

M/s Vinod Singhal & Co. LLP, Chartered Accountants, having registration No. 005826C/ C400276
allotted by The Institute of Chartered Accountants of India (ICAI) was re-appointed as the statutory
auditors of the Company by the Shareholders at its 31^st Annual General Meeting till the conclusion of
the 36^th Annual General Meeting of the Company to be held in the calendar year 2027.

Their appointment was recommended by Audit Committee.

AUDITOR’S 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.

ii. SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there under, M/s. Jain Sharma & Associates,
Company Secretaries have been appointed Secretarial Auditors of the Company for the financial year
2023-24. The report of the Secretarial Auditors is enclosed as Annexure-A.

DIRECTOR’S RESPONSE TO AUDITOR’S REMARKS

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.

iii. COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and
Audit) Amendment Rules, 2014, the maintenance of cost audit records is not applicable on the
Company.

iv. INTERNAL AUDITOR

The Company is in process for appointment of Internal Auditor of the Company.

14. ANNUAL RETURN

The Annual Return for Financial Year 2023-24 can be accessed at the website of the company.

The draft Annual Return for Financial Year 2023-24 can be accessed at the website of the company

15. FRAUD REPORTING

There were no frauds found which have been reported to the Audit Committee / Board members as
well as to the Central Government.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

During the year under review, related party transaction as referred under Section 188 of the Companies
Act, 2013 were entered.

Sr no.	Name of related party	Influence	Transaction
1	Amit Bokadia	Director’s relative	Production expense Rs. 30000.00/-

Details of Related Party Transaction are disclosed in the note no. 2B.12 (ii) of Notes to accounts
annexed to the Financial Statements.

17. 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 2023-24 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.

18. 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

19. INSURANCE AND RISK MANAGEMENT

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

20. CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 thus, there is no requirement to
constitution of Corporate Social Responsibility Committee.

21. 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.

22. WHISTLE BLOWER POLICY/ 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. 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.

24. NOMINATION & REMUNERATION POLICY

The Nomination & Remuneration Committee of the Company formulated a criteria’s for determining
qualifications, positive attributes and independence of a Director and other matters provided under
sub-section (3) of Section 178 of the Companies Act, 2013 and recommended to the Board a policy
relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

25. PERFORMANCE EVALUATION OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirement) Regulation, 2015, 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
Committee, Nomination & Remuneration and other committees as per the Board Evaluation policy.
A structured questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board’s functioning such as adequacy of the composition
of the Board and its Committees, Board culture, execution and performance of specific duties,
obligations and governance. A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were evaluated on parameters such as
level of engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders etc. The performance evaluation of the Independent Directors
was carried out by the entire Board. The performance evaluation of the Non-Independent Directors
was carried out by the Independent Directors.

26. INDEPENDENT DIRECTOR’S MEETING

The Meeting are conducted in an informal and flexible manner to enable the Independent Directors to
consider matters pertaining to, inter alia, review of performance of Non- Independent Directors and
the Board as a whole, review the performance of the Company, assess the quality, quantity and
timeliness of flow of information between the Company Management and the Board that is necessary
for the Board to effectively and reasonably perform their duties.

27. INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL
STATEMENTS

The Company maintains adequate internal control system and procedures commensurate with its size
and nature of operations. The internal control systems are designed to provide a reasonable assurance
over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding
the assets of the Company and prevent misuse/ losses and legal compliances.

28. PUBLIC DEPOSIT

The Company has not accepted any public deposit within the meaning of provisions of Section 73 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is
no outstanding deposit due for re-payment.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loan or nor provided any Guarantee or Security against any Loan
during the year 2023-24 under Section 186 of the Companies Act, 2013.

30. SIGNIFICANT MATERIAL CHANGES AFTER BALANCE SHEET DATE
AFFECTING FINANCIAL POSITION

There are no change and commitments which affecting the financial position of the Company which
have occurred between the end of the Financial Year of the Company to which the Financial
Statements relate i.e. 31.03.2024 and the date of report.

31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Section 124 and 125 of the Companies Act, 2013 read with the IEPF
Authority (Accounting, audit, Transfer and Refund), Rule, 2016 (“The Rules”) Unpaid/Unclaimed
Dividend are required to be transferred by the Company to Investor Education & Protection fund (The
IEPF) established by the Central Government after the completion of seven years. Further according
to the Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders
for seven consecutive years or more shall also be transferred to the demat account created by the IEPF
Authority. However, the Company did not declare any dividend.

32. SECRETARIAL STANDARD

During the reporting period 2023-24, your Company has complied with the Secretarial Standard
issued by the Institute of Companies Secretaries of India, which were made applicable and amended
from time to time.

33. CREDIT RATING

The Company has not obtained Credit Rating from any credit rating agency during the Financial Year
2023-24.

34. LISTING AND CONFIRMATION OF FEE

The securities of your Company are listed on The Bombay Stock Exchange Limited (BSE) The
Annual Listing fees for the Financial Year 2023-24 were paid as and when required during the
Financial Year.

Annual Custodian fees to NSDL and CDSL for the Financial Year 2023-24 were also paid on time.

35. DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that During
Financial year 2023-24:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed
along with the proper explanation relating to material departures if any;

ii. The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 the that period.

iii. 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.

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

v. The Directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively.

vi. The Directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.

36. STATUTORY DISCLOSURES

During the reporting Financial Year 2023-24, your Directors state that there being no transactions
were done with respect to the following items, hence, no disclosure or reporting is required:

i. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

ii. Issue of Shares (including Sweat Equity Shares) to the Employees of your company under any
scheme.

iii. The Managing Director of your Company did not receive any remuneration or commission from
any of the subsidiaries.

iv. No significant or material orders were passed by the Regulators or Courts or Tribunals, which
impact the going concern status and Company’s operations in future.

v. Buy Back of Shares.

vi. The Company has neither filed any application under the Insolvency and Bankruptcy Code, 2016
(31 of 2016), as amended from time to time, nor has availed one time settlement with respect to
any Loans from Banks or Financial Institutions.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Provision of Regulation 34 of SEBI (Listing Obligation & Disclosure Requirement)
Regulation, 2015 and in compliance of the provision of Companies Act -2013 a Management
Discussion and Analysis Report is appended to this report as Annexure B.

38. INDUSTRIAL RELATION

Relation with the employees remain cordial and your Directors wish to place on record their
appreciation of the co-operation and contribution made by the employees at all levels.

39. RIGHT OF MEMBER TO COPIES OF AUDITED FINANCIAL STATEMENT

Having regard to the Provisions of the first proviso to Section 136(1) of the Act read with MCA
Circular Nos. 10/2022, dated 28th December 2022, 02/2022 dated May 05, 2022, 02/2021 dated
January 13, 2021, 20/2020 dated May 05, 2020 read together with Circular no. 14/2020 dated April
08, 2020, Circular no. 17/2020 dated April 13, 2020 and Circular no. 22/2020 dated June 15, 2020
and Circular no. SEBI/HO/CFD/CMD 2/CIR/P/2021/11 dated January 15, 2021 and

SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and any other circulars be issued from
time to time by the Securities Exchange Board of India, the Annual Report for Financial Year 2023¬
24 and other communications is being sent only to those members, whose email id are registered with
the Company/ RTA/Depositories on cut-off date for sending notice of AGM through electronic mode
only. The Member may note that no printed Annual Report for Financial Year 2023 -24 would be
issued except requested specifically.

The Members who had joined the Company as member after cut-off date for sending notice to
members till 7 days prior to date of Meeting may write to [email protected].

The Members may note that the Notice of the 33^nd AGM along with the Annual Report for Financial
Year 2023-24 will also be available on the Company’s website, website of the Stock Exchange and
on the website of the E-voting and Video conferencing Agency.

40. INVESTOR GRIEVANCE REDRESSAL

There were no pending complaint or share transfer cases as on 31^st March, 2024, as per the certificate
given by RTA.

41. CAUTIONARY STATEMENT

The statements contained in the Board’s Report and Management Discussion and Analysis contain
certain statements relating to the future and therefore are forward looking within the meaning of
applicable securities, laws and regulations. Various factors such as economic conditions, changes in
government regulations, tax regime, other statues, market forces and other associated and incidental
factors may however lead to variation in actual results.

42. ACKNOWLEDGEMENTS

Your Board place on record their appreciation for the overwhelming co-operation and assistance
received from the Company’s esteemed Shareholders, valued Business Associates, Bankers, various
Financial Institutions, the State and Central Government Bodies, Auditors and Legal Advisors for
their valuable contribution and continued support and to all the persons who reposed faith and trust in
Company.

Your Board also place on record their appreciation to its employees for their dedicated service and
firm commitment to the goals of the Company, without their commitment and hard work, Company’s
consistent growth was not possible

Date: 22.08.2024
Place: Jaipur

By Order of the Board of Directors
Sd/-

Kastoor Chand Bokadia
DIN - 01828803

Chairman cum Managing Director

---

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

---

Mar 31, 2010

The Directors have pleasure in presenting their 19th Annual Report and Audited Accounts for the year ended on 31st March, 2010.

I. FINANCIAL RESULTS:-

(Rs. In ‘000)

Particulars For the Year ended For the Year ended 31st March 2010 31st March 2009

Sales 396.10 634.90

Other Income 38.00 0.00

Total Income 434.10 634.90

Profit / (Loss) Before

Depreciation (3185.56) (158.53)

Depreciation 1937.25 1937.25

Net profit / (Loss) for the year (5122.81) (2095.78)

Extra-ordinary Expenses (1158.86) 0.00

Net Profit/ (Loss) before Tax (6281.68) (2095.78)

Deferred Tax liability for earlier Year 386.22 348.75

Adjustment of Security Premium with opening Balance of P/L A/C 0.00 48036.72

Balance in P/L A/c carried to balance Sheet (7642.48) (1747.03)

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 31st March, 2010.

III. DIRECTORS

In accordance with the provisions of the Companies act, 1956, and the Articles of Association of the Company Mr. Mahesh Sharma and Mr. Rajeev Jain are to retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Board of Directors recommends their re- appointment.

Mr. Vinay Jain was appointed as the Additional Director w.e.f. 15th December, 2009 in the Board Meeting held on 15th December, 2009. He holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from the Members proposing his appointment as the Director.

IV. PERFORMANCE AND FUTURE PROSPECTS

The Company suffered a loss of Rs.51.23 Lacs as against Rs.20.96 Lacs in the preceding financial year. 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. REVOCATION OF SUSPENSION

The suspension in Trading of Shares of the Company was revoked w.e.f. 14th December, 2009 vide BSE Notice No. 20091208-14 dated 08th December, 2009. The Shares of the Company are being traded at Bombay Stock Exchange.

VI. AUDITOR’S REPORT

M/s. Karnani & Co., Chartered Accountants Statutory Auditors of your Company holds office until the conclusion of the 19th Annual General Meeting. M/s. Karnani & Co., have expressed their unwillingness to continue as Statutory Auditors of the Company. 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.

VII. 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.

VIII. 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.

IX. AUDIT COMMITTEE

The Audit Committee consists of Independent Directors, namely, Dr. Azgan Thamizmane (Chairman), Mr. Mahesh Jangid (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.

X. INVESTORS GRIEVANCE COMMITTEE

The Investors Grievance Committee consists of Dr. Azgan Thamizmane (Chairman), Mr. Mahesh Jangid (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.

XI. 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”.

XII. 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 “B.

XIII. 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.

XIV. PARTICULARS OF ENERGY 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 not carry out any specific R & D activity on its own. However, the Company adopts the latest 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 : NIL

By order of the Board of Directors,

Kastoor Chand Bokadia

Managing Director

Place: Jaipur.

Dated: 30/05/2010

Registered Office:-

A-Block Amrit Kalash Near Kamal & Company, Tonk Road, Jaipur