13Th Annual Report 2005 - 2006
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SANSCO SERVICES - Annual Reports Library Services - www.sansco.net 13th Annual Report 2005 - 2006 BAG F_J_k._M fl www.bagfilms.com www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net BAG FILMS www.bagfilms.com BOARD OF DIRECTORS ANNUAL GENERAL MEETING 2005 - 2006 Ms. Anurradha Prasad Chairperson & Managing Director Date : 20th September, 2006 Mr. Rajiv Shukla Director Mr. Surendra Singh Director Day : Wednesday Mr. Bhupindar Singh Director Ms. Pallavi S Shroff Director Time : 4:00 P.M. Dr. Anuradha Mishra Director Mr. Nalin Satykam Konli Director Place : Airforce Auditorium, Mr. Rajeev Shankar Director Subroto Park, Delhi Cantt, New Delhi - 110010 COMPANY SECRETARY Deepanjali Gulati STATUTORY AUDITORS Joy Mukherjee & Associates CONTENTS Page No. BANKERS Notice 1 HDFC Bank Ltd. Ansals Fortune Arcade, Directors' Report 3 K - Block, Sector-18, Noida - 201 301 Management Discussion and Analysis Report 7 REGISTERED OFFICE Report on Corporate Governance 10 C-4, Shivalik, Near Malviya Nagar Market, Auditors' Report 16 New Delhi - 110 017 Balance Sheet 18 CORPORATE OFFICE Profit & Loss Account 19 FC -23, Sector- 16A, Film City, Noida - 201 301 Schedules 20 Balance Sheet Abstract 33 REGISTRAR AND SHARE TRANSFER AGENT Alankit Assignments Ltd. Cash Flow Statement 34 Alankit House, 2E / 21, Jhandewalan Extension, New Delhi -110055 Section-212 Report 35 B.A.G. Infotainment Pvt Ltd (Subsidiary Company) 36 B.A.G. Films Limited (Consolidated) 45 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net BAG 1 I FILMS I www.bagfilms.com NOTICE OF THE ANNUAL GENERAL MEETING Notice is hereby given that the 13* Annual General Meeting of the members of B.A.G. Films Ltd. will be held as under: Day : Wednesday Date : 20th September, 2006 Time : 4:00 P.M. Venue : Air force Auditorium, Subroto Park, V Delhi Cantt, New Delhi -110 010 to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the balance sheet as at March 31, 2006 and the profit and loss account for the year ended on that date and the report of the directors and auditors thereon. 2. To declare dividend for the year ended 31a March, 2006 3. To appoint a director in place of Mr. Rajiv Shukla who retires by rotation and being eligible, offers himself for reappointment. 4. To appoint a director in place of Mr. Rajeev Shankar who retires by rotation and being eligible, offers himself for reappointment. 5. To appoint auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. SPECIAL BUSINESS 6. To consider and if thought fit, to pass the following resolution with or without modifications, as an Ordinary Resolution: "RESOLVED THAT pursuant to Section 257 of the Companies Act, 1956 and other applicable provisions, if any of the Companies Act, 1956, Mr. Nalin Satykam Kohli be and is hereby elected as a director of the Company, whose period of office shall be liable to retire by rotation." 7. To consider and if thought fit, to pass the following resolution with or without modifications, as an Ordinary Resolution: "RESOLVED THAT pursuant to Section 257 of the Companies Act, 1956 and other applicable provisions, if any of the Companies Act, 1956, Dr. Anuradha Mishra be and is hereby elected as a director of the Company, whose period of office shall be liable to retire by rotation." 8. To consider and if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution: "RESOLVED THAT subject to such consents, permissions or sanctions as may be.required from any authority and pursuant to all other provisions of the Companies Act, 1956, guidelines, rules etc. framed by SEBI in this regard, the security of the Company be got delisted from Delhi Stock Exchange Association Limited." By order of the Board of Directors For B.A.G Films Limited Place : Noida Deepanjali Gulati Date : 3rd June, 2006 Company Secretary NOTES: 1. Brief resume of directors proposed to be appointed/ re-appointed, nature of their expertise in specific functional areas, names of the companies in which they hold the directorship and the membership of the committees of the Board and shareholding (both own or held by/ for other persons on a beneficial basis) of the directors in the company are given in the section on Corporate Governance. 2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote, on the poll only, instead of himself and the proxy so appointed need not be a member of the company. Proxies in order to be effective must reach at the registered office of the company not less than 48 hours before the time fixed for meeting. 3. An Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 is annexed hereto 4. The Register of Members and the Share Transfer Books of the Company shall remain closed from 16th September, 2006 to 20th September, 2006 (both days inclusive) 5. Shareholders / Proxy Holders are requested to produce at the entrance the admission slip forwarded to them, duly completed and signed in accordance with the specimen signature registered with the Company. 6. Subject to the provisions of Section 206A of the Companies Act, 1956, dividend as recommended by the Board of Directors, if approved by the shareholders at the Annual General Meeting, will be payable to those members whose names appear on the Register of Members as on 20th September, 2006 and in respect of shares held in electronic form, to those "beneficiaries" whose names appear on the statements of beneficial ownership furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for this purpose. 7. The instrument of share transfer completed in all respect should be sent to the Company/ Registrar and Transfer Agent well in advance, so as to reach to the Company prior to book closure. Shares under any defective transfer (unless defect is removed prior to book closure) and/or instrument of transfer received during the period of book closure shall be considered after reopening of the books. 8. Members are requested to bring their copy of Annual Report, as no copies will be distributed at the Annual General Meeting. www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net BAG FILMS www.bagfilms.com 9. Members desirous of getting any information about the accounts under reference and operations of the Company are advised to address their queries to the Company Secretary of the Company well in advance, so that the same may reach her at least seven days before the date of the meeting to enable the management to keep the required information readily available at the meeting. 10. Members are requested to inform the Company or M/s Alankit Assignments Limited, immediately of any change in their address. Members holding shares in dematenalized form are requested to intimate all changes with respect to their address, bank details, and mandate etc. to their respective Depository Participants. These changes will then be automatically reflected in the Company's records. This will help the Company to provide efficient and better service to the members. 11. Members are requested to address all correspondences to the Registrar and Share Transfer Agent, Alankit Assignments Limited, Alankit House, 2E/21, Jhandewalan Extension, New Delhi- 110 055 12. Members are requested to quote folio numbers/ DPID and Client ID, as the case may be, in all correspondence with the Company. 13. Section 109A of the Companies Act, 1956 provides for Nomination by the shareholders of the Company in the prescribed Form No. 2B (which will be made available on request). Shareholders are requested to avail this facility. 14. We are pleased to offer the facility of electronic credit of dividend directly to your bank account through ECS. This facility is currently made available at New Delhi, Kanpur, Jaipur, Chandigarh, Ahmedabad, Mumbai, Nagpur, Hyderabad, Bangalore, Chennai, Calcutta. Bhubaneshwar, Guwahati, Patna and Thiruvananthapuram. 15. Shareholders holding shares in the physical form, who wish to avail ECS facility, may authorize the Company with their ECS mandate in the prescribed form, which is enclosed herewith separately. Similariy shareholders nolding shares in the demat form, who wish to avail ECS facility, may send the same to the Depository Participant. Requests for payment of dividend through ECS for the year 2005- 2006 should be lodged with the company/M/s Alankit Assignments Limited or Depository participant as the case may be on or before 20th September, 2006. 16. The company would not reimburse the to and fro to members for attending the meeting. 17. For security reasons briefcases, transistors, bags, tiffin boxes, cameras, binoculars etc. are not allowed inside the Auditorium. 18. The company would not distribute gifts or coupons to the shareholders for attending the Annual General Meeting. EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956. ITEM 6 In order to broad base the Board of Directors of the Company, Mr. Nalin Satykam Kohli was inducted as Additional Director by the Board of Directors on December 30, 2005, in accordance with the provisions of Section 260 of the Companies Act, 1956 and Articles o! Association of the Company. Under the above said appointment the Additional Director shall hold the office until the ensuing Annual Genera! Meeting of the Company. In this regard the Company has received request along with requisite fee of Rs. 500/- from a member of the Company proposing his name for appointment as Director of the Company in accordance with the provisions of Section 257 and all other applicable provisions of the Companies Act, 1956.