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BGIL Films & Technologies Ltd.

BSE: 511664 Sector: IT
NSE: N.A. ISIN Code: INE443D01018
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VOLUME 664
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P/E 31.09
Mkt Cap.(Rs cr) 3.87
Buy Price 3.15
Buy Qty 500.00
Sell Price 3.42
Sell Qty 486.00
OPEN 3.44
CLOSE 3.28
VOLUME 664
52-Week high 3.54
52-Week low 1.51
P/E 31.09
Mkt Cap.(Rs cr) 3.87
Buy Price 3.15
Buy Qty 500.00
Sell Price 3.42
Sell Qty 486.00

BGIL Films & Technologies Ltd. (BGILFILMSTEC) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 26th Annual Report with the AuditedFinancial

Statements of BGIL Films & Technologies Limited (BGFT) for the financial year endedMarch 31st 2015.

FINANCIAL RESULTS

(Rs. In Lacs)
Particulars Financial Year Ended March 31 2015 Financial Year Ended March 31 2014
Gross Income
Information Technologies/services 1347.13 1325.88
Media 154.70 162.16
Other Income 6.84 6.45
Increase/ Decrease in Stock 0.60 36.36
TOTAL INCOME 1509.27 1530.85
Less:
TOTAL EXPENDITURE 1412.60 1435.67
Profit before depreciation Interest & Tax 96.68 95.18
Less: Interest 0.07 0.62
Depreciation 89.61 92.89
Profit Before Tax (PBT) 7.00 1.66
Tax expenses including deffered tax 8.19 (12.23)
Profit after Tax and Extraordinary items (1.19) 14.68
Balance brought forward from previous Year 334.84 320.16
Balance carried forward 333.64 334.84

TRANSFER TO RESERVES

There is no provision for any transfer to reserves for the period under review.

DIVIDEND

There is no possibility for dividend this year; it is recommended to look forward forthe same keeping in mind the future growth of the company.

Company’s Performance

For the Financial year 2014-15 ended March 31 2015 revenue from operations wereRs.1501.83 lacs out of which revenue from Information Technologies sector were Rs.1347.13; there is an increase of 1.60 % over last year (Rs.1325.88 Lacs in 2013-14).Further Earnings before interest tax depreciation and amortization (EBITDA) are Rs.96.68 Lacs (Rs.95.18 Lacs). The management of your Company tries its best to get a goodposition in Media & Entertainment Industry besides growth areas from Technologysector. Some critical conditions running in Worldwide economy and Indian economy alsofaced many undesirable conditions by which the wheels of progress of Industries in Indianot gone in right path but the Management of your Company have deep knowledge in the fieldof media & technology trying hard to get good results in coming years.

SHARE CAPITAL

There has been no change in the Share Capital of the Company.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the period underreview.

DIRECTORS

Mrs. Jaya Misra who was earlier appointed on 14th August 2014 as an AdditionalDirector on the Board and further she was elevated as Whole Time Director w. e. f. 29thAugust 2014 of the Company for a period of five years subject to the Shareholdersapproval in the ensuing Annual General Meeting has resigned from the office of Whole TimeDirector dated 30th May2015

Mrs. Arti Bhatia was appointed as an whole time Director w. e. f. September 03 2015for a period of five years subject to the Shareholders approval in the ensuing Annualgeneral Meeting.

Mr. Nirmal Vaid was also appointed as Whole Time Director w. e. f. 03rd September 2015for a period of fiveyears subject to the Shareholders approval in the ensuing Annualgeneral Meeting.

A brief resume of the Directors appointed/ retire at the ensuing Annual GeneralMeeting nature of their expertise in specific functional areas and names of Companies inwhich they hold directorship and / or membership / chairmanships of Committees of theBoard as stipulated under Clause 49 of the listing agreement with the Stock Exchanges inIndia is given in the section of Corporate Governance forming part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 134 (3) (C) of the Companies Act 2013 andbased on the representations received from the operating management the directors herebyconfirm that: 1. in preparation of the Annual Accounts the applicable accountingstandards have been Followed.

2. The Directors had selected such Accounting Policies and applied them consistentlyand Made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the company for that period.

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

Accounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts on a going concern basis.

DISCLOSURES UNDER SECTION 134 OF THE COMPANIES ACT 2013

Except as disclosed elsewhere in this report there have been no material changes andcommitments which can affect the financial position of the Company occurred between theend of the financial year of the Company and date of this report.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given undersection 134 of the Companies Act 2013 and the Rules made there under as amended.

AUDITORS

The auditors SNMG & Co. Chartered Accountants (Firm Registration No.004921N)hold office until the conclusion of the AGM and eligible for reappointment.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of the operations performance and future outlook of the Company andits businesses is given in the Management Discussion and Analysis which forms part of theAnnual Report.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors ofthe

Company confirming that they meet the criteria of independence as prescribed both under

Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement withthe Stock Exchanges.

MANAGEMENT:

During the year under review following appointment and resignations of Directors &Key Managerial Personnel have taken place:

Secretarial Audit:

Pursuant to the provisions of Section 204 of Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company appointedM/s Ritika Shaw & Associates as Secretarial Auditors of the Company.

The Secretarial Audit Report is appended as Annexure - I to this report.

COMMITTEES OF THE BOARD:

Currently the Board has the following Committees:

a) Audit Committee.

b) Nomination and Remuneration Committee.

c) Stakeholder Relationship Committee.

d) Risk Management Committee.

e) Internal Complaints Committee.

A detailed note on the Board and its Committees is provided under the CorporateGovernance Section in this Annual Report.

The current composition of Audit Committee is as follows:

Chairman : Mr. Rajeev Kumar Independent Director
Members : Mr. Rakesh Bhhatia Executive Director
Mr. Harjit Singh Anand Independent Director
Mr. Ashok Kumar Juneja Independent Director

All the recommendations made by the Audit Committee during the year were accepted bythe Board.

Nomination and Remuneration Committee:

The current composition of Nomination and Remuneration Committee is as follows:

Chairman : Mr. Rajeev Kumar Independent Director
Members : Mr. Rakesh Bhhatia Executive Director
Mr. Harjit Singh Anand Independent Director
Mr. Ashok Kumar Juneja Independent Director

Stakeholder Relationship Committee:

The current composition of Stakeholder Relationship Committee is as follows:

Chairman : Mr. Rajeev Kumar Independent Director
Members : Mr. Rakesh Bhhatia Executive Director
Mr. Harjit Singh Anand Independent Director

Risk Management Committee:

Chairperson : Mr. Rakesh Bhhatia Executive Director
Members : Mr. Rajeev Kumar Independent Director
Mr. Harjit Singh Anand Independent Director
Mr. Ashok Kumar Juneja Independent Director

Internal Complaints Committee:

The current composition of Internal Complaints is as follows:

Chairperson : Mr. Rakesh Bhhatia Executive Director
Members : Mr. Nirmal Vaid Executive Director
Ms. Arti Bhhatia Executive Director
Ms. Bharti Saha Executive

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT-9 is appended asAnnexure - II to this report.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly andefficient control of its business including adherence to the Company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism of reporting illegal or unethical behaviour. The Company has a whistleblower policy wherein the employees are free to report violations of laws rulesregulations or unethical conduct to their immediate supervisor or such other person as maybe notified by the management to theworkgroups.Theconfidentialityof those reportingviolations is maintained and they are not subjected to any discriminatory practice. TheWhistle Blower Policy of the

Company is also posted on the website of the Company www.bgilfilms.com and is appendedas Annexure - III to this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

Your Company an Infotainment Company with its core operation being related technologiesinto Media & Films does not involve in any manufacturing activity during the periodunder review. No particulars are therefore furnished in this report in relation to theconservation of energy and technology absorption as required under Section 134 of theCompanies Act 2013.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The requisite details containing the names and other particulars of employees inaccordance with the provisions of Section 197 (12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure - IV (i).

DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014

The requisite details relating to the remuneration of the specified employees coveredunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is appended as Annexure - IV (ii).

CORPORATE GOVERNANCE:

Your Company has been practicing the principles of good corporate governance over theyears and it is a continuous and ongoing process. A detailed Report on CorporateGovernance practices followed by your Company in terms of Clause 49(X) of the ListingAgreement together from the Auditors with a Certificate confirming compliance withthe conditions of Corporate Governance are provided separately inthisAnnualReport.Certificateof CEO / CFO inter alia confirming the correctness of thefinancial statements adequacy of the internal measures and reporting of matters to theaudit committee in terms of the clause 49 of the listing agreements with stock exchangesis also attached as a part of this Annual Report.

MEETINGS OF THE BOARD:

During the year under review Five (5) meetings of the Board of Directors were held thedetails of which are given in the Corporate Governance Report that forms part of thisAnnual Report. The intervening gap between two Board Meetings was not more than OneHundred and Twenty Days.

NOMINATION & REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection & appointment of Directors Senior Management and theirremuneration. The Nomination & Remuneration Policy is attached along with theCorporate Governance Report of the Company that forms part of the Annual Report isappended as Annexure V.

FOREIGN EXCHANGE EARNING AND OUTGO

The details of foreign Exchange Earnings and Outflow during the Year under review areas below:

PARTICULARS 31.03.2015 31.03.2014
Earning in Foreign Currency:
Expenditure in Foreign Currency: NIL NIL
Import of Goods 47449 NIL

Risk Management

The Board of Directors is entrusted with various key functions including framingimplementing and monitoring the risk management plan for the Company; ensuring theintegrity of the

Company’s accountingandfinancialreporting systems including the independentaudit and that appropriate systems of control are in place in particular systems forrisk management financial and operational control and compliance with the laws andrelevant standards.

The Board of Directors has adopted the Risk Management Policy coupled with theEnterprise Risk Management framework and also established related procedures to informBoard

Members about the risk assessment and minimization procedures. Major risks areidentified adequately mitigated continuously and same are reported to the Audit Committeeand Board of Directors along with the action taken report. Risk is assessed and mitigatedby the Risk

Management Procedure involving identification and prioritization of risk events;Categorization of risks into High Medium and Low based on the business impact andlikelihood of occurrence of risks; Risk Mitigation & Control and update riskidentification and prioritization.

The Audit Committee reviews adequacy and effectiveness of the Company’s internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company’s Risk Management policies systemsand procedures. Internal Audit function is entrusted to KPMG - the independent InternalAuditors. Internal Audit report is presented to the Audit Committee on regular basis andthe Chairman of the Audit Committee briefs the Board of Directors about the same.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

Your Company has always believed in providing a safe and harassment-free workplace forevery individual working in the Company. As per the requirement of The Sexual Harassmentof

Women at Workplace (Prevention Prohibition & Redressal) Act 2013 and Rules madethere under the Company has constituted an Internal Complaints Committees. During thefinancial year under review no complaint was filed under the aforesaid Act.

Share Capital & Listing of Securities

During the financial year under review the Company has not issued: any equity shareswith differential rights as to dividend voting or otherwise; any shares to its employeesunder the Employees Stock Option Scheme; any Sweat Equity Shares.

Particulars of loans given investment made guarantees given and securities providedThe Company has not given any loans guarantees under Section 186 of the Act. Particularsof investments made by the Company during the financial year 2014-15 are provided in thefinancial statements.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements. The Company’s internal control systems including internalfinancial controls are commensurate with the nature of its business and the size andcomplexity of its operations and same are adequate and operating effectively. Thesesystems are periodically tested and no reportable material weakness in the design oroperation was observed. The Audit Committee reviews adequacy and effectiveness of theCompany’s internal control system including internal financial controls.

ACKNOWLEDGMENT

Your Directors thank the Union Government Government of Maharashtra as also all the

Government agencies banks financial institutions shareholders registrar sharetransfer agents venders customers employees and other business associates who throughtheir continued support and cooperation have helped as partners in your Company’sprogress. The Directors are also deeply touched by the efforts sincerity and loyaltydisplayed by the employees without whom the growth of the Company is unattainable. TheDirectors seek and look forward to the same support during the future years of growth.

By order of the Board of Directors
For BGIL Films & Technologies Limited
Sd/-
Place: New Delhi Rakesh Bhhatia
Date: September 03 2015 Director

Secretarial Audit Report

FOR THE FINANCIAL YEAR ENDED MARCH 31 2015

[Pursuant to Section 204 (1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014] To The Members BGIL Films &Technologies Limited B-13 LGF Amar Colony Lajpat Nagar-IV New Delhi-110024 We haveconducted the Secretarial Audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by BGIL Films & Technologies Limited(hereinafter called "the Company"). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts / statutorycompliances and expressing our opinion thereon.

Based on our verification of theBGIL Films & Technologies Limited BooksPapers Minutes

Books Forms and Returns filed and other records maintained by the Company and also theinformation provided by the Company its Officers Agents and Authorized Representativesduring the conduct of Secretarial Audit we hereby report that in our opinion the Companyhas during the Audit period covering the Financial Year ended on March 31 2015 compliedwith the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance - mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:

We have examined the Books Papers Minute Books Forms and Returnsfiledand otherrecords maintained and provided by the Company for the Financial Year ended on March 312015 according to the provisions of:-

i) The notified Sections of the Companies Act 2013 and the Rules made thereunder andthe provisions of the Companies Act 1956 and the Rules made thereunder;

ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the Rulesmade thereunder;

iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv) The Foreign Exchange Management Act 1999 and the Rules and Regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings (Not Applicable to the Company during the Audit period);

v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeover) Regulations 2011 (Not Applicable to the Company during the Audit period);

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosurerequirements) Regulations 2009 (Not Applicable to the Company during the Auditperiod);

d) The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 (Not Applicable to the Company during the Audit period);

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not Applicable to the Company during the Audit period);

f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with clients;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 (Not Applicable to the Company during the Audit period); and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998(Not Applicable to the Company during the Audit period);

We have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India (NotApplicable to the Company during the Audit period);

ii) The Listing Agreement entered into by the Company with BSE Limited.

During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non- Executive Directors and Independent Directors. The changes inthe composition of the Board of Directors that took place during the period under reviewwere carried out in compliance with the provisions of the Act. The Women Director of theCompany had resigned from the Board with effect from May 30 2015. The Company is in theprocess of appointing a new Women Director on the Board of the Company.

Adequate notice has been given to all Directors of the scheduled Board Meetings. Agendaand detailed notes on Agenda were sent at least seven days in advance. A system exists forseeking and obtaining further information and clarifications on the Agenda items beforethe meeting and for a meaningful participation at the meeting.

Majority decision is carried through while the dissenting member’s views arecaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that the Company has appointed the Chief Financial Officer (CFO)with effect from February __ 2015 and had filed after 30 days from the date of saidappointment.

For R Shaw & Associates
Practicing Company Secretaries
Ritika Shaw
Proprietor
Date: September 1 2015 ACS No.: 36589
Place: New Delhi C.P. No.: 13615

Annexure ‘A’

To

The Members

BGIL Films & Technologies Limited

B-13 LGF Amar Colony Lajpat Nagar-IV New Delhi-110024

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour Audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records.

The verification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of Laws Rules and Regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable Laws RulesRegulations Standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe

Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For R Shaw & Associates
Practicing Company Secretaries
Ritika Shaw
Proprietor
Date: September 1 2015 ACS No.: 36589
Place: New Delhi C.P. No.: 13615

Annexure III

(VIGIL MECHANISM / WHISTLE BLOWER POLICY) For

BGIL FILMS & TECHNOLOGIES LIMITED. BGIL Films & Technologies Limited VIGILMECHANISM / WHISTLE BLOWER POLICY

1. PREFACE

1.1. Section 177 of the Companies Act 2013 requires every listed company and suchclass or classes of companies as may be prescribed to establish a vigil mechanism for thedirectors and employees to report genuine concerns in such manner as may be prescribed.The Company has adopted a Code of Conduct for Directors and Senior Management Executives("the Code") which lays down the principles and standards that should governthe actions of the Company and its employees. Any actual or potential violation of theCode how so ever insignificant or perceived as such would be a matter of serious concernfor the Company. Such a vigil mechanism shall provide for adequate safeguards againstvictimization of persons who use such mechanism and also make provision for direct accessto the chairperson of the Audit Committee in appropriate or exceptional cases.

1.2. Clause 49 of the Listing Agreement between listed companies and the StockExchanges inter alia provides for a non-mandatory requirement for all listed companiesto establish a mechanism called ‘Whistle Blower Policy’ for employees to reportto the management instances of unethical behavior actual or suspected fraud or violationof the company’s code of conduct.

1.3. Under these circumstances BGIL Films & Technologies Limited("BGFT") being a Listed Company proposes to establish a Whistle Blower Policy/Vigil Mechanism and to formulate a policy for the same.

2. POLICY OBJECTIVES

2.1. The Company is committed to adhere to the highest standards of ethical moral andlegal conduct of business operations. To maintain these standards the Company encouragesits employees who have concerns about suspected misconduct to come forward and expressthese concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)mechanism provides a channel to the employees and Directors to report to the managementconcerns about unethical behavior actual or suspected fraud or violation of the Codes ofconduct or policy. The mechanism provides for adequate safeguards against victimization ofemployees and Directors to avail of the mechanism and also provide for direct access tothe Chairman of the Audit Committee in exceptional cases.

2.2. This neither releases employees from their duty of confidentiality in the courseof their work nor can it be used as a route for raising malicious or unfounded allegationsagainst people in authority and / or colleagues in general.

3. SCOPE OF THE POLICY

3.1. This Policy covers malpractices and events which have taken place / suspected tohave taken place misuse or abuse of authority fraud or suspected fraud violation ofcompany rules manipulations negligence causing danger to public health and safetymisappropriation of monies and other matters or activity on account of which the interestof the Company is affected and formally reported by whistle blowers concerning itsemployees.

4. DEFINITIONS

4.1. "Alleged wrongful conduct" shall mean violation of law Infringement ofCompany’s rules misappropriation of monies actual or suspected fraud substantialand specific danger to public health and safety or abuse of authority". 4.2."Audit Committee" means a Committee constituted by the Board of Directors of theCompany in accordance guidelines of Listing Agreement and Companies Act 2013. 4.3."Board" means the Board of Directors of the Company.

4.4. "Company" means the BGIL Films & Technologies Limited and all itsoffices.

4.5. "Code" means Code of Conduct for Directors and Senior ManagementExecutives adopted by BGIL Films & Technologies Limited.

4.6. "Employee" means all the present employees and whole time Directors ofthe Company (Whether working in India or abroad).

4.7. Protected Disclosure" means a concern raised by an employee or group ofemployees of the Company through a written communication and made in good faith whichdiscloses or demonstrates information about an unethical or improper activity under thetitle "SCOPE OF THE POLICY" with respect to the Company. It should be factualand not speculative or in the nature of an interpretation / conclusion and should containas much specific information as possible to allow for proper assessment of the nature andextent of the concern.

4.8. "Subject" means a person or group of persons against or in relation towhom a Protected Disclosure is made or evidence gathered during the course of aninvestigation.

4.9. "Vigilance and Ethics Officer" means an officer appointed to receiveprotected disclosures from whistle blowers maintaining records thereof placing the samebefore the Audit Committee for its disposal and informing the Whistle Blower the resultthereof. 4.10. "Whistle Blower" is an employee or group of employees who make aProtected Disclosure under this Policy and also referred in this policy as complainant.

5. ELIGIBILITY

All Employees of the Company are eligible to make Protected Disclosures under thePolicy in relation to matters concerning the Company.

6. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES.

6.1. All Protected Disclosures should be reported in writing by the complainant as soonas possible after the Whistle Blower becomes aware of the same so as to ensure a clearunderstanding of the issues raised and should either be typed or written in a legiblehandwriting in English.

6.2. The Protected Disclosure should be submitted in a closed and secured envelope andshould be super scribed as "Protected disclosure under the Whistle Blowerpolicy". Alternatively the same can also be sent through email with the subject"Protected disclosure under the Whistle Blower policy". If the complaint is notsuper scribed and closed as mentioned above it will not be possible for the AuditCommittee to protect the complainant and the protected disclosure will be dealt with as ifa normal disclosure. In order to protect identity of the complainant the Vigilance andEthics Officer will not issue any acknowledgment to the complainants and they are advisedneither to write their name / address on the envelope nor enter into any furthercorrespondence with the Vigilance and Ethics Officer. The Vigilance and Ethics Officershall assure that in case any further clarification is required he will get in touch withthe complainant.

6.3. Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance andEthics Officer.

6.4. The Protected Disclosure should be forwarded under a covering letter signed by thecomplainant. The Vigilance and Ethics Officer / Chairman of the Audit Committee/ CEO/

Chairman as the case may be shall detach the covering letter bearing the identity ofthe Whistle Blower and process only the Protected Disclosure.

6.5. All Protected Disclosures should be addressed to the Vigilance and Ethics Officerof the Company or to the Chairman of the Audit Committee/ CEO/ Chairman in exceptionalcases.

The contact details of the Vigilance andEthicsOfficeris under: as Name and Address -Renu Kamra Company Secretary

BGIL Films & Technologies Limited.

B-66 Sector-60 Noida-201301.

6.6. Protected Disclosure against the Vigilance and Ethics Officer should be addressedto the

Chairman of the Company and the Protected Disclosure against the Chairman/ CEO of theCompany should be addressed to the Chairman of the Audit Committee. The contact details ofthe Chairman and the Chairman of the Audit Committee are as under: Name and Address ofChairman of Company: Mr. Rakesh Bhhatia

BGIL Films & Technologies Limited.

B-66 Sector-60 Noida-201301.

Name and Address of Chairman of Audit Committee: Mr. Rajeev Kumar

BGIL Films & Technologies Limited.

B-66 Sector-60 Noida-201301.

6.7. On receipt of the protected disclosure the Vigilance and Ethics Officer /Chairman/Chairman of the Audit Committee as the case may be shall make a record of theProtected Disclosure and also ascertain from the complainant whether he was the person whomade the protected disclosure or not. He shall also carry out initial investigation eitherhimself or by involving any other Officer of the Company or an outside agency beforereferring the matter to the Audit Committee of the Company for further appropriateinvestigation and needful action. The record will include:

a) Brief facts;

b) Whether the same Protected Disclosure was raised previously by anyone and if sothe outcome thereof;

c) Whether the same Protected Disclosure was raised previously on the same subject;

d) Details of actions taken by Vigilance and Ethics Officer / Chairman for processingthe complaint

e) Findings of the Audit Committee

f) The recommendations of the Audit Committee/ other action(s).

6.8 The Audit Committee if deems fit may call for further information or particularsfrom the complainant.

7. INVESTIGATION

7.1. All protected disclosures under this policy will be recorded and thoroughlyinvestigated. The Audit Committee may investigate and may at its discretion considerinvolving any other Officer of the Company and/ or an outside agency for the purpose ofinvestigation.

7.2. The decision to conduct an investigation is by itself not an accusation and is tobe treated as a neutral fact finding process.

7.3. Subject(s) will normally be informed in writing of the allegations at the outsetof a formal investigation and have opportunities for providing their inputs during theinvestigation.

7.4. Subject(s) shall have a duty to co-operate with the Audit Committee or any of theOfficers appointed by it in this regard. 7.5. Subject(s) have a right to consult with aperson or persons of their choice other than the Vigilance and Ethics Officer /Investigators and/or members of the Audit Committee and/or the Whistle Blower.

7.6. Subject(s) have a responsibility not to interfere with the investigation. Evidenceshall not be withheld destroyed or tampered with and witnessshallnotbeinfluencedcoached threatened or intimidated by the subject(s).

7.7. Unless there are compelling reasons not to do so subject(s) will be given theopportunity to respond to material findings contained in the investigation report. Noallegation of wrong doing against a subject(s) shall be considered as maintainable unlessthere is good evidence in support of the allegation.

7.8. Subject(s) have a right to be informed of the outcome of the investigations. Ifallegations are not sustained the Subject should be consulted as to whether publicdisclosure of the investigation results would be in the best interest of the Subject andthe Company.

7.9. The investigation shall be completed normally within 90 days of the receipt of theprotected disclosure and is extendable by such period as the Audit Committee deems fit.

8. DECISION AND REPORTING

8.1. If an investigation leads the Vigilance and Ethics Officer / Chairman of the Audit

Committee to conclude that an improper or unethical act has been committed theVigilance and Ethics Officer / Chairman of the Audit Committee shall recommend to themanagement of the Company to take such disciplinary or corrective action as he may deemfit. It is clarified any disciplinary or corrective action initiated against the Subjectas a result of the findingsof an investigation pursuant to this Policy shall adhere to theapplicable personnel or staff conduct and disciplinary procedures.

8.2. The Vigilance and Ethics Officer shall submit a report to the Chairman of theAudit

Committee on a regular basis about all Protected Disclosures referred to him/her sincethe last report together with the results of investigations if any. 8.3. In case theSubject is the Chairman and the Chairman of the Audit Committee after examining theProtected Disclosure shall forward the protected disclosure to other members of the AuditCommittee if deemed fit. The Audit Committee shall appropriately and expeditiouslyinvestigate the Protected Disclosure. 8.4. If the report of investigation is not to thesatisfaction of the complainant the complainant has the right to report the event to theappropriate legal or investigating agency. 8.5. A complainant who makes false allegationsof unethical & improper practices or about alleged wrongful conduct of the subject tothe Vigilance and Ethics Officer or the Audit

Committee shall be subject to appropriate disciplinary action in accordance with therules procedures and policies of the Company.

9. SECRECY / CONFIDENTIALITY

9.1. The complainant Vigilance and Ethics Officer Members of Audit Committee theSubject and everybody involved in the process shall:

9.1.1. Maintain confidentiality of all matters under this Policy

9.1.2. Discuss only to the extent or with those persons as required under this policyfor completing the process of investigations. 9.1.3. Not keep the papers unattendedanywhere at any time

9.1.4. Keep the electronic mails / files under password.

10. PROTECTION

10.1. No unfair treatment will be meted out to a Whistle Blower by virtue of his/ herhaving reported a Protected Disclosure under this policy. The company as a policycondemns any kind of discrimination harassment victimization or any other unfairemployment practice being adopted against Whistle Blowers. Complete protection willtherefore be given to Whistle Blowers against any unfair practice like retaliationthreat or intimidation of termination / suspension of service disciplinary actiontransfer demotion refusal of promotion or the like including any direct or indirect useof authority to obstruct the Whistle Blower’s right to continue to perform his duties/ functions including making further Protected Disclosure. The company will take steps tominimize difficulties which the Whistle Blower may experience as a result of making theProtected Disclosure. Thus if the Whistle Blower is required to give evidence in criminalor disciplinary proceedings the Company will arrange for the Whistle Blower to receiveadvice about the procedure etc.

10.2. A Whistle Blower may report any violation of the above clause to the Chairman ofthe Audit Committee who shall investigate into the same and recommend suitable action tothe management.

10.3. The identity of the Whistle Blower shall be kept confidential to the extentpossible and permitted under law. The identity of the complainant will not be revealedunless he himself has made either his details public or disclosed his identity to anyother office or the event of the identity of the complainant being disclosed the AuditCommittee is authorized to initiate appropriate action as per extant regulations againstthe person or agency making such disclosure. The identity of the Whistle Blower if knownshall remain confidential to those persons directly involved in applying this policyunless the issue requires investigation by law enforcement agencies in which case membersof the organization are subject to subpoena. 10.4. Any other Employee assisting in thesaid investigation shall also be protected to the same extent as the Whistle Blower. 10.5.Provided however that the complainant before making a complaint has reasonable belief thatan issue exists and he has acted in good faith. Any complaint not made in good faith asassessed as such by the Audit Committee shall be viewed seriously and the complainantshall be subject to disciplinary action as per the Rules / certified standing orders ofthe Company.

This policy does not protect an employee from an adverse action taken independent ofhis disclosure of unethical and improper practice etc. unrelated to a disclosure madepursuant to this policy.

11. ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE

11.1. The Whistle Blower shall have right to access Chairman of the Audit Committeedirectly in exceptional cases and the Chairman of the Audit Committee is authorized toprescribe suitable directions in this regard.

12. COMMUNICATION

12.1. A whistle Blower policy cannot be effective unless it is properly communicated toemployees. Employees shall be informed through by publishing in notice board and thewebsite of the company.

13. RETENTION OF DOCUMENTS

13.1. All Protected disclosures in writing or documented along with the results ofInvestigation relating thereto shall be retained by the Company for a period of 7 (seven)years or such other period as specified by any other law in force whichever is more.

14. AMENDMENT

14.1. The Company reserves its right to amend or modify this Policy in whole or inpart at any time without assigning any reason whatsoever. However no such amendment ormodification will be binding on the Employees and Directors unless the same is notified tothem in writing.

Disclosures pertaining to remuneration and other details as required under Section 197of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:

The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year and the percentage increase inremuneration of each ExecutivedirectorChiefFinancial Officer Company Secretary inthe financial year 2014-2015:

Remuneration to Managing Director Whole-time Directors and/ or Manager.

Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Gross salary Jaya Misra (WTD)
(a)Salary as per provisions contained in section17(1) of the Income-tax Act 1961 187500 187500
(b)Value of perquisites u/s 17(2)Income-tax Act 1961 Nil Nil
(c)Profits in lieu of salary undersection17(3)Income- tax Act1961 Nil
Stock Option Nil Nil
Sweat Equity
Commission Nil Nil
- as% of profit
- others specify…
Others please specify
Total(A) Ceiling as per the Act 187500 187500

Remuneration to other directors:

Particulars of Remuneration Name of Independent Director Total Amount
Independent Directors 10000 10000
Fee for attending board committee meetings
Commission
Others please specify
Total(1) 10000 10000
Other Non-Executive Directors Nil Nil
Fee for attending board committee meetings
Commission
Others please specify
Total(2) Nil Nil
Total(B)=(1+2) Nil Nil
Total Managerial Remuneration Overall Ceiling as per the Act 10000 10000

Disclosures pertaining to remuneration and other details as required under Section 197of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:

The ratio of the remuneration of each KMPs to the median remuneration of the employeesof the company for the financial year and the percentage increase in remuneration of eachdirector Chief Financial Officer Chief Executive Officer Company Secretary in thefinancial year 2014-2015:

Particulars of Remuneration Key Managerial Personnel
CEO Company Secretary CFO Total
Gross salary Nil 162417 120000 228417
(a)Salary as per provisions contained in section17(1)of the Income-tax Act1961
(b)Value of perquisites u/ s17(2)Income-tax Act1961 Nil Nil Nil Nil
(c)Profits in lieu of salary under section 17(3)Income- tax Act1961
Stock Option Nil Nil Nil Nil
Sweat Equity Nil Nil Nil Nil
Commission
- as% of profit
-others specify… Nil Nil Nil Nil
Others please specify
Total Nil 162417 120000 282417

Annexure-V

Nomination & Remuneration Policy:

Introduction:

The Policy on Nomination and Remuneration of Directors Key Managerial PersonnelSenior Management and other employees was formulated approved and adopted by the Board ofDirectors based on the recommendation of the Nomination and Remuneration Committee(‘Committee’). The features of the Policy are as under:

1. Appointment / Nomination criteria and qualifications:

(a) The Committee shall identify and ascertain the integrity qualificationbackground standing in profession positive attributes expertise and experience of theperson for appointment as a director Key Managerial Personnel (KMP) or executives who areone level below the managing / executive / whole time director(s) including the functionalheads and KMP (Senior Management Personnel) and will conduct evaluation of candidates inaccordance with a process that it sees fit and appropriate and recommend to the Board his/ her appointment.

(b) A person should possess relevant qualification expertise and experience for theposition he / she is considered for appointment. The Committee has the discretion todecide whether qualification expertise and experience possessed by a person aresufficient / satisfactory for the concerned position.

(c) The Company shall not appoint or continue the employment of any person aswhole-time director or managing director who has attained the age of seventy years.Provided that the term of the person holding this position may be extended beyond the ageof seventy years with the approval of the Members by passing a special resolution based onthe explanatory statement annexed to the notice for such motion indicating thejustification for extension of appointment beyond seventy years.

(d) In addition to the above the Independent Director shall fulfill all the criteriaof independence as laid down in the Companies Act 2013 and Clause 49 of the ListingAgreement. The Independent Director shall adhere to the Schedule IV [‘Code forIndependent Directors’] of the Companies Act 2013. Every independent director shallat the first meeting of the Board in which he participates as a director and thereafter atthe first meeting of the Board in every financial year or whenever there is any change inthe circumstances which may affect his status as an independent director give adeclaration that he meets the criteria of independence as provided in sub-section (6) ofSection 149 of the Companies Act 2013 and Clause 49 of the Listing Agreement.

2. Performance evaluation criteria:

Performance evaluation of every director KMP Senior Management Personnel and otheremployees shall be carried out based on detailed performance parameters. Usefulness andrelevance of such performance parameters shall be evaluated on regular basis. Theperformance parameters / criteria includes but not limited to the following:

• Integrity

• Qualifications academic profile experience and expertise

• Responsibilities

• Inquiring attitude objectivity and independence

• Judgment

• Leadership qualities

• Professional and business standing

• Ability to take constructive stands when necessary

• Understanding of the Company’s business and engagement level

• Understanding and commitment to duties and responsibilities

• Willingness to devote the time needed to prepare for and participate indeliberations

• Responsiveness (timeliness and quality)

• Approach to conflict and whether the conflict is constructive and productive

• Achievement of set targets/ Key Result Areas (KRAs) (for KMP Senior ManagementPersonnel and other employees)

3. Remuneration Policy:

• The Company has adopted the Remuneration Policy for its directors KMP and otheremployees keeping in view the following guidelines:

• The Remuneration Policy followed by the Company rewards employees based on theaforesaid performance evaluation criteria. Through this Policy the Company endeavors toattract retain develop and motivate its highly skilled and dedicated workforce. TheCompany follows a compensation mix of fixed pay and performance based pay.

• The Remuneration Policy shall be simple open and transparent.

• The level and composition of remuneration shall be reasonable and sufficient toattract retain and motivate directors of the quality required to run the Companysuccessfully.

• Relationship of remuneration to performance shall be clear and meets appropriateperformance benchmarks.

• Remuneration to directors KMP and senior management shall involve a balancebetween fixed and incentive pay reflecting short and longterm performance objectivesappropriate to the working of the Company and its goals.

4. Remuneration to Managing Director Whole-time/ Executive Director(s) KMPSenior Management Personnel and other employees:

• Remuneration:

The Company follows a remuneration/ compensation mix of fixed pay based pay. TheManaging Director Wholetime / Executive Director(s) KMP and Senior

Management Personnel shall be eligible for a monthly remuneration allowancesperformance bonus/incentiveprofitbased remuneration etc. as may be approved by the Boardon the recommendation of the Committee. The breakup of the pay scale and quantum ofperquisites including employer’s contribution to provident fund pension schememedical expenses club fees etc. shall be decided and approved by the Board on therecommendation of the Committee and approved by the shareholders and Central Governmentif and to the extent required. Payment of managerial remuneration shall be pursuant to theprovisions of Section 197 and all other applicable provisions of the Companies Act 2013.

Remuneration payable to other employees shall be based on the performance evaluationcriteria set out above.

5. Remuneration to Non- Executive / Independent Director:

• Remuneration:

Non-Executive / Independent Directors may be paid managerial remuneration (includingremuneration as a percentage to the net profits) pursuant to the provisions of Section 197and all other applicable provisions of the Companies Act 2013.

• Sitting Fees:

The Non- Executive / Independent Directors may receive remuneration by way of fees forattending meetings of Board or Committee(s) thereof and in line with the applicableprovisions of the Companies Act 2013.

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