The Board of Directors hereby presents the Twentieth Annual Report together with theaudited Standalone & Consolidated financial Statements for the financial year (NineMonths) ended on 31st March 2014.
The Financial results of the Company for the period under review are as summarizedbelow:
(Amount in lacs)
|Particulars ||For the Financial Year Ended 31st March 2014 ||For the Financial Year Ended 31st March 2014 ||For the Financial Year Ended 30th June 2013 ||For the Financial Year Ended 30th June 2013 |
| ||Standalone ||Consolidated ||Standalone ||Consolidated |
|Income from operations ||4502.23 ||4507.31 ||5473.32 ||5473.31 |
|Other Income ||7.70 ||11.44 ||8.16 ||14.47 |
|Total Income ||4509.93 ||4518.76 ||5481.47 ||5487.79 |
|Total Expenditure ||4399.16 ||4405.38 ||5582.22 ||5389.66 |
|Profit before tax ||110.77 ||113.38 ||99.25 ||98.13 |
|Less: Provision for Taxation ||22.13 ||22.62 ||19.91 ||19.91 |
|Less: Deferred Tax ||11.76 ||11.86 ||(13.08) ||(8.94) |
|Profit after Tax ||80.85 ||82.86 ||102.61 ||97.35 |
|Profit after tax and extra ordinary items ||76.85 ||78.78 ||101.68 ||96.42 |
|Add: Balance at the beginning of the Period ||1440.55 ||1435.91 ||1338.88 ||1338.88 |
|Surplus available ||1517.41 ||1514.42 ||1440.56 ||1435.91 |
|Amount Transfer to General Reserve ||- ||- ||- ||- |
|Surplus carried to Balance ||1517.41 ||1514.42 ||1440.56 ||1435.91 |
The Board of Directors hereby state that during the financial year ended on 31stMarch 2014 Total Consolidated Revenue for the fiscal year 2013-14 was Rs.4518.76and Earnings before tax are Rs.113.38 .
YEAR IN RETROSPECT:
Bharatiya Global Infomedia Limited (BGIL) had raised Rs.55.10 crores through an InitialPublic Offer (IPO) in June-July 2011 by issuing 67 20000 equity shares of Rs.82 on bookbuilding basis. The Public issue was oversubscribed by 2.06 times on an overall basis andthe Company got successfully listed on both the Stock Exchanges i.e. National StockExchange of India (NSE) and Bombay Stock Exchange Limited (BSE). The Company was underprocess of investigation as per Securities Exchange Board of India (SEBI) ad interimexparte order WTM/PS/IVD/47/12/2011 dated 28th December 2011. Details submission has beenmade by the company and has also appeared in personal hearing in front of Ld. Whole TimeMember. The proceed from the Initial Public Offer (IPO) of equity shares have beenutilized as follows after taking note of the deviation in utilization of IPO proceedswhich were approved by the Shareholders of the company in the Extra Ordinary GeneralMeeting through Postal Ballot for vary and /or revise the terms and conditions of thedocuments/ contracts and also the utilization of the IPO proceeds as mentioned in theProspectus. Further SEBI vide its Order Dated May 7 2013 has revoked the earlier adinterim ex-parte order dated December 28 2011 with immediate effect in respect ofMrs. Arti Bhatia Mrs. Jaya Misra Mr. Sanjay Kapoor Mr. Harjeet Singh Anand and Mr. AnilKapoor and as such there is no pending issues of whatsoever nature in respect ofaforesaid Directors of the Company.
Further SEBI has passed the Adjudication order in the matter of Bharatiya GlobalInfomedia Limited against the Company One of Promoter Director Executive Director andEx Manager Finance dated 17th April 2014. The penalty imposed on the Companyu/s 15HA & 15HB of SEBI Act is Rs.5 Cr. & 1 Cr. respectively. However the companyhas been filed the Appeal before SEBI Appellate Tribunal (SAT) against the order ofAdjudication Officer.
Recently The Whole Time Member (WTM) of SEBI has passed the Final Order in the matterof Bharatiya Global Infomedia Limited against the Company One of Promoter DirectorExecutive Director and Ex Manager Finance dated 8th August 2014. However theCompany is in process to file the Appeal before SEBI Appellate Tribunal (SAT) with inPrescribed time Period as provided under the SEBI Act 1992.
The details of the objectives for IPO and its fund deployment status as on 31.03.2014is as below:
|S. N. ||Particulars ||As per the Prospectus dated 16th July 2011 ||As per the Revision in Postal Ballot Meeting ||Actual Utilization Till 31st March 2014 ||Balance Amount to be utilized |
|1 ||Setting up our Offices ||989.60 ||989.60 ||774.80 ||214.80 |
|2 ||Repayment of RBS Loan ||269.72 ||293.12 ||293.12 ||0.00 |
|3 ||IPO Expenses ||277.36 ||312.85 ||312.85 ||0.00 |
|4 ||Up gradation of Machinery & Assets ||2204.67 ||1532.50 ||1382.5 ||150.00 |
|5 ||General Corporate ||650.00 ||711.39 ||711.39 ||0.00 |
|6 ||Expansion of R & D ||656.73 ||472.75 ||455.99 ||16.76 |
|7 ||Meeting Long Term Working Capital Requirement ||505.00 ||1240.87 ||1012.42 ||228.45 |
|8. ||Cash & Escrow Bank Account & Investment ICD ||- ||- ||610.01 ||- |
| ||Total ||5553.08 ||5553.08 ||5553.08 ||610.01 |
Initially the funds have been temporarily deployed as an interim measure to earninterest pending deployment towards object of the issue; out of the total ICDs theCompany has already recalled Rs.5.55 Crores which has been utilized by the Company as perpostal ballot resolution earlier passed by the Shareholders of the. Company Further TheCompany has regularly disclosed its utilization of IPO proceeds to the concerned Stockexchanges(s). The management is aggressively perusing the matter to recover the balanceamount at earliest.
Since your Company needs to converse capital at this stage keeping in view itsexpansion plans the Board of Directors have decided to plough back the profits achievedin the year under review into the operations of the Company. Therefore no dividend isrecommended for the year ended March 31st 2014.
The Board of Directors do not recommended any transfer to reserves for the period underreview.
The Company has not accepted any public deposits u/s 26 of the Companies Act 2013during the period under review.
During the year Mr. Kamal Kishore Singh have resigned from the Board of Directorsw.e.f. 14th November 2013.
Ms. Aarti Jain was appointed as Independent Additional Director of the company w.e.f.14th November 2013.
Mr. Sanjeev Kumar Mittal who was re-appointed as Whole-time director of the Company for5 years w.e.f. April1 2009 to 31st March 2014 by the Shareholders. He has now appointedas Non-Executive- Non Independent director on the Board of the Company subject toshareholders approval in the AGM.
Mr. Rakesh Bhhatia Managing director(MD) of the Company whose period of office asMD was expired w.e.f 31st March 2014 not liable to retire by rotation andbeing eligible offers himself for re-appointment at the 20th Annual General Meeting.
Further Ms. Arti Bhatia Director of the Company retires by rotation and beingeligible offers herself for re-appointment at the 20th Annual General Meeting. The Boardof Directors recommends the re-appointment of Ms. Arti Bhatia the resolution for herre-appointment as director of the Company is included in the notice of the Annual GeneralMeeting. None of the Directors of the Company are disqualified under section 164(1) of theCompanies Act 2013.
Under the leadership of Mr. Rakesh Bhhatia Chairman cum Managing Director of theCompany the business has seen progress during the year and in the coming years the boardis expected to achieve the desired results. In view of the vast experience and valuablecontribution made by Mr. Bhaatia towards the growth of the Company the Shareholders arerequested to accord the power to the Board of Directors to revise the remuneration payableto him as recommended by the remuneration committee.
The observation made by the Auditors in their report is self explanatory and does notrequire any clarification.
M/s Samprk & Associates Chartered Accountants (Firm Registration No. 013022N)New Delhi are appointed as Statutory Auditors of the Company in place of M/s K. Prasad& Co. Chartered Accountant (Firm Registration No. 002755N) to hold office from theconclusion of this Annual General Meeting (AGM) to the conclusion of next Twenty-fourthAnnual General Meeting. The Company received confirmation that their appointment if madewould be within the limits prescribed under section 139 of the Companies Act 2013 andalso that they are not otherwise disqualifies within the meeting of Section 141 of theCompanies Act 2013 for such appointment.
PARTICULARS OF EMPLOYEES
There are no employees whose particulars are required to be given in the terms ofprovisions of Section 134 of the Companies Act 2013 read with the Companies (Particularsof Employees) Rules 1975.
The amendments to the Companies Act 1956 and the listing agreements executed with theStock Exchanges require compliance with specified Corporate Governance practices. Thedetailed Report on Corporate Governance approved by the Directors pursuant to clause 49 ofthe listing agreement with stock exchanges your company has obtained certificate from thePracticing Company Secretary of the company for the compliance of the CorporateGovernance which is annexed and forms part of this annual report.
CONSERVATION OF TECHNOLOGY AND ABSORPTION
Since the Company does not own any manufacturing facility the provision of Section 134of the Companies Act 2013 read with the Companies (Disclosure of Particulars in thereport of Board of Director) Rules 1988 are not applicable.
FOREIGN EXCHANGE EARNINGS & OUTGO
The details of Foreign Exchange Earnings and Outflow during the Year under review areas below: Amount in Lacs
|Particulars ||31.03.2014 ||30.06.2013 |
|Earning in Foreign Currency: || || |
|Sale of Software ||149.67 ||363.74 |
|(Including exchange rate fluctuation gain)0 || || |
|Expenditure in Foreign Currency: || || |
|Purchase of Hardware ||10.45 ||36.42 |
|Foreign Travelling ||Nil ||1.03 |
STATEMENT UNDER SECTION 217 (2A) OF THE COMPANIES ACT 1956
There is no employee in the Company drawing salary beyond the limit as specified undersection 217 (2A) of the Companies Act 1956
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT1956:
Pursuant to the requirement of Section 217 (2AA) Companies Act 1956 Your Directorswishes to state that:
1 That in the preparation of the Annual Accounts for the financial year ended 31stMarch 2014 the applicable accounting standards had been followed along with properexplanations relating to material departures.
2. That the Directors had selected the accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of State of Affairs of the Company at the end of the FinancialYear and of the profit of the company for the year 2013-2014.
3. That the Directors had taken proper and sufficient care for the maintenance ofadequate Accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and preventing and detecting fraud and otherirregularities.
4. The Directors had prepared the Annual Accounts for the financial year ended 31stMarch on a Going Concern basis.
We thank our customs and bankers for their continued support during the year. We placeon record our appreciation of the contribution made by our employees at all levels. Ourconsistent growth was made possible by their hard work solidarity cooperation andsupport. We also thank the Government of India particularly the Ministry of CommerceMinistry of Finance Ministry of Corporate Affairs The Customs and Excise DepartmentsThe Income tax Department and other government agencies for their support and lookforward to their continued support in the future. And we also thank for the value adviceand supported received from the other business Associates.
| ||By the Order of the Board |
|For Bharatiya Global Infomedia Limited || |
| ||Sd/- |
|Place : New Delhi ||Rakesh Bhhatia |
|Date : 29th August 2014 ||(Chairman-cum-Managing Director) |