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Bharatiya Global Infomedia Ltd.

BSE: 533499 Sector: IT
NSE: BGLOBAL ISIN Code: INE224M01013
BSE 13:18 | 28 May 4.16 -0.02
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NSE 13:29 | 28 May 4.25 0
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OPEN 4.15
PREVIOUS CLOSE 4.18
VOLUME 250
52-Week high 9.87
52-Week low 4.00
P/E
Mkt Cap.(Rs cr) 7
Buy Price 4.16
Buy Qty 100.00
Sell Price 4.36
Sell Qty 1000.00
OPEN 4.15
CLOSE 4.18
VOLUME 250
52-Week high 9.87
52-Week low 4.00
P/E
Mkt Cap.(Rs cr) 7
Buy Price 4.16
Buy Qty 100.00
Sell Price 4.36
Sell Qty 1000.00

Bharatiya Global Infomedia Ltd. (BGLOBAL) - Director Report

Company director report

Dear Shareholders

Your Directors are happy in presenting the Twenty Third Director's Report together withthe audited Standalone & Consolidated financial Statements for the year ended 31stMarch 2017.

1. Financial Summary

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 2017 FOR THE FINANCIAL YEAR ENDED 31st March 2017 FOR THE FINANCIAL YEAR ENDED 31st March 2016 FOR THE FINANCIAL YEAR ENDED 31st March 2016
STANDALONE CONSOLIDATED STANDALONE CONSOLIDATED
Revenue from operations 4020.75 4020.75 3107.90 3107.90
Other Income 4.12 12.80 8.64 15.23
Total Income 4024.87 4033.55 3116.54 3123.13
Total Expenditure 3724.25 3732.30 2598.40 2603.92
Profit before depreciation and tax 300.62 301.25 518.14 519.21
Less: Interest 41.34 41.45 39.59 39.67
Less: Depreciation 179.01 179.31 345.50 345.81
Profit before Tax 80.27 80.49 133.05 133.73
Less: Provision for Taxation 13.73 13.73 27.08 27.08
Less: Deferred Tax 35.42 35.42
Profit after Tax 87.69 87.91 70.55 71.03
Profit after tax and extra ordinary items 87.69 87.91 63.53 64.00

The Board of Directors hereby state that during the financial year ended on 31stMarch 2017 Total Consolidated Revenue for the fiscal year 2016-17 is Rs. 4020.75 andEarnings before depreciation Interest and tax is Rs. 301.25 Lacs .

2. YEAR IN RETROSPECT:

Bharatiya Global Infomedia Limited (BGIL) had raised Rs. 55.10 crores through anInitial Public Offer (IPO) in June-July 2011 by issuing 67 20000 equity shares of Rs. 82on book building basis. The Public issue was oversubscribed by 2.06 times on an overallbasis and the Company got successfully listed on both the Stock Exchanges i.e. NationalStock Exchange of India (NSE) and Bombay Stock Exchange Limited (BSE).

SEBI has passed the Adjudication order in the matter of Bharatiya Global InfomediaLimited against the Company One of Promoter Director Executive Director and Ex ManagerFinance dated 17th April 2014. The penalty imposed on the Company u/s 15HA& 15HB of SEBI Act is Rs. 5 Cr. & 1 Cr. respectively. However the company has beenfiled the Appeal before SEBI Appellate Tribunal (SAT) against the order of AdjudicationOfficer.

The Whole Time Member (WTM) of SEBI has passed the Final Order in the matter ofBharatiya Global Infomedia Limited against the Company One of Promoter DirectorExecutive Director and Ex Manager Finance dated 8th August 2014. However thecompany has been filed the Appeal before SEBI Appellate Tribunal (SAT) against the orderof The Whole Time Member.

The details of the objectives for IPO and its fund deployment status as on 31.03.2017as below:

S. N. Particulars As per the Prospectus dated 16 th July 2011 As per the Revision in Postal Ballot Meeting Actual Utilization Till 31st March 2017
1 Setting up our Offices 989.60 989.60 774.80
2 Repayment of RBS Loan 269.72 293.12 293.12
3 IPO Expenses 277.36 312.85 312.85
4 Up gradation of Machinery & Assets 2204.67 1532.50 1382.5
5 General Corporate 650.00 711.39 711.39
6 Expansion of R & D 656.73 472.75 455.99
7 Meeting Long Term Working Capital Requirement 505.00 1240.87 1035.06
8. Cash & Escrow Bank Account & Investment ICD 587.37
Total 5553.08 5553.08 5553.08

Initially the funds have been temporarily deployed as an interim measure to earninterest pending deployment towards object of the issue; out of the total ICD's theCompany has already recalled Rs. 5.75 Crores which has been utilized by the Company as perpostal ballot resolution earlier passed by the Shareholders of the. Further The Companyhas 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.

3. DIVIDEND:

No dividend is recommended for the year ended March 31st 2017.

4. RESERVES:

The Board of Directors do not recommended any transfer to reserves for the period underreview.

5. SHARE CAPITAL:

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

6. PUBLIC DEPOSITS

The Company has not accepted any public deposits u/s 73 of the Companies Act 2013during the period under review.

7. COMMITTEES OF THE BOARD:

Currently the Board has the following Committees:

a) Audit Committee.

b) Nomination and Remuneration Committee.

c) Stakeholder Relationship Committee.

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

7.1 Audit Committee:

The current composition of Audit Committee is as follows:

Mr. Sanjay Kapoor Independent Director Chairman
Mr. Rakesh Bhhatia Director Member
Mr. Harjit Singh Anand Independent Director Member

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

7.2 Nomination and Remuneration Committee:

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

Mr. Sanjay Kapoor Independent Director Chairman
Mr. Harjit Singh Anand Independent Director Member
Mr. Rakesh Bhatia Executive Director Member

7.3 Stakeholder Relationship Committee:

The current composition of Stakeholder Relationship Committee is as follows:

Mr. Sanjay Kapoor Independent Director Chairman
Mr. Rakesh Bhhatia Director Member
Mr. Harjit Singh Anand Independent Director Member

7.4 Women Grievance Committee

The current composition of Women Grievance Committee is as follows.

Name Category
Ms. Arti Bhatia Chairman
Ms. Bharti Saha Member

8. BOARD& COMMITTEE MEETINGS

The board met 6 times during the financial year the details of which are given in theCorporate Governance Report that forms part of the Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.

The details pertaining to the composition of the Board and that of its committees andsuch other details as required to be provided under Companies Act 2013 are included inthe Corporate Governance Report which form part of Annual report.

9. SECRETARIAL AUDIT

The Board has appointed M/s AKP & ASSOCIATES Company Secretaries to conductSecretarial Audit pursuant to provision of Section 204 of the Companies Act 2013 for thefinancial year 2016-2017. The report of the Secretarial Auditor is attached as Annexure-Ito do this report. Observation made in the Secretarial Auditor's Report areself-explanatory and do not call for any comments.

10. STATUTORY AUDITORS

M/s Samprk Associates Chartered Accountants (Firm Registration No. 013022N) NewDelhi are being ratified as Statutory Auditors of the Company conclusion of this AnnualGeneral Meeting (AGM) to the conclusion of next Twenty-fourth Annual General Meeting. TheCompany received confirmation that their appointment if made would be within the limitsprescribed under section 139 of the Companies Act 2013 and also that they are nototherwise disqualifies within the meeting of Section 141 of the Companies Act 2013 forsuch appointment.

The observation made by the Auditors in their report is self explanatory and does notrequire any clarification.

11. INDEPENDENT DIRECTORS

Mr. Harjit Singh Anand Mr. Sanjay Kapoor have been reappointed as an independentdirector for a another term of three years from September 01 2017 to until theconclusion of Annual General Meeting to be held in the year 2020 subject to approval ofthe Shareholders in the ensuing Annual General Meeting.

Ms. Nanda Devi Soni has been appointed as an additional (Independent) director on theboard of the company. The Board of Directors had at their meeting held on 27thMay 2017 took note of the same.

All the Independent Directors have furnished declarations that each of them meets thecriteria of independence as provided in Sub-section (6) of Section 149 of the CompaniesAct 2013.

12. POLICY ON DIRECTORS' APPOINTMENT / REMUNERATION OF DIRECTORS / KEY MANAGERIALPERSONNEL AND OTHER EMPLOYEES:

The Nomination and Remuneration Committee constituted by the Company has formulatedcriteria for determining qualifications positive attributes and independence of theDirectors. The Committee has also recommended to the Board a Policy relating toremuneration ensuring: (i) the level and composition of remuneration is reasonable andsufficient to attract retain and motivate key managerial personnel of the qualityrequired to run the company successfully; (ii) relation of remuneration to performance isclear and meets appropriate performance benchmarks; (iii) remuneration to key managerialpersonnel and senior management involves a balance between fixed and incentive payreflecting short and long-term performance objectives appropriate to the working of theCompany and its goals.

13. 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 as Annexure-II whichforms part of the Annual Report.

14. EXPLANATION OR COMMENTS ON QUALIFICATION ETC. BY AUDITORS AND COMPANY SECRETARY INPRACTICE:

There is no qualification reservation or adverse remark or disclaimer made by theAuditors in the Auditors' Report or by the Company Secretary in Practice in SecretarialAudit Report needing explanation or Comments by the Board.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.

15. 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.

16. CORPORATE GOVERNANCE

Regulation 27 of SEBI (Listing Obligation & Disclosure Requirement) Regulations2015 mandates that the Board shall monitor and review the Board Evaluation frame-work.The Companies Act 2013 provides that a formal annual evaluation needs to be made by theBoard of its own performance and that of its Committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of IndependentDirectors shall be done by the entire Board of Directors excluding the director beingevaluated.

The board of directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ("SEBI").

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of committeeseffectiveness of Committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of Independent Directors performance of non-IndependentDirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

17. 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.

18. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism for its Directors and employees to reporttheir genuine concerns or grievances. The said mechanism encompasses the Whistle BlowerPolicy the Fraud Risk Management Process Code of Conduct mechanism etc. and providesfor adequate safeguards against victimization of persons who use such mechanism and alsoprovides direct access to the Chairperson of the Audit Committee. The Vigil Mechanism hasbeen put up on the Company's website.

19. 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.

20. FOREIGN EXCHANGE EARNINGS & OUTGO

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

(Amount in INR)

Particulars 31.03.2017 31.03.2016
Earning in Foreign Currency : - -
Sale of Software
(Including exchange rate fluctuation gain)
Expenditure in Foreign Currency :
Purchase of Hardware 37267.75

21. 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 accounting standards have beenfollowed.

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 adequateAccounting 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.

5. They had laid down internal financial controls to be followed by the Company andthat such internal financial controls were adequate and operating effectively;

6. They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

22. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee. During the year no complaints were received by theinternal committee.

23. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

The particulars of the loans guarantees and investments have been disclosed in thefinancial statements.

24. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Section 129(3) of the Companies Act 2013 the Company has prepareda consolidated financial statement of the Company and its subsidiary company which isforming part of the Annual Report. Further as required under Rule 5 of the Companies(Accounts) Rules 2014 a statement in form AOC-1 containing salient features of thefinancial statements of the subsidiary company is attached as Annexure-III.

25. 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 (a).

26. DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF 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 (b).

27. TRANSACTIONS WITH RELATED PARTIES PURSUANT TO SECTION 188 OF THE COMPANIES ACT2013

The Company has adopted a Framework on Related Party Transactions ("RPT") forthe purpose of identification and monitoring of RPTs. Details of material contracts orarrangements or transactions with Related Parties on an arm's length basis with respect totransactions covered under Section 188 (1) of the Act and the applicable Rules framedthere under in the prescribed Form No. AOC-2 are given in Annexure-V. Further detailsof Related Party Transactions as required to be disclosed by Accounting Standard - 18 on"Related Party Disclosures" specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules 2014 are given in the Notes to the FinancialStatements. During the year the Company has not entered into any transaction with RelatedParties which are not in its ordinary course of business or not on an arm's length basisand which require disclosure in this Report in terms of the provisions of Section 188(1)of the Act.

28. SHARE CAPITAL & LISTING OF SECURITIES

During the financial year under review the Company has not issued:

• any equity shares with differential rights as to dividend voting or otherwise;

• any shares to its employees under the Employees Stock Option Scheme;

• any Sweat Equity Shares

29. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act 2013 read with rule 12(1)of the Companies (Management and Administration) Rules 2014 extract of annual return inthe prescribed Form MGT-9 is annexed as Annexure VI which forms part of this report.

30. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. The Company's internal control systems including internal financialcontrols are commensurate with the nature of its business and the size and complexity ofits operations and same are adequate and operating effectively. These systems areperiodically tested and no reportable material weakness in the design or operation wasobserved. The Audit Committee reviews adequacy and effectiveness of the Company's internalcontrol system including internal financial controls.

31. OTHER IMPORTANT ASPECTS

• The company may enter to form a joint venture in India or outside India toenhance its existing business.

• The matter regarding disposal of Digital Post Production Studio of the companyhas been postponed due to some technical difficulties and also because of pending companycase before Securities Appellate Tribunal.

• The establishment of new office at Dubai is postponed for the time being.

32. ACKNOWLEDGEMENT

We thank our stake holders for their continued support during the year. We place onrecord 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 Commerce Ministry of FinanceMinistry of Corporate Affairs The Customs and Excise Departments The Income taxDepartment and other government agencies for their support and look forward to theircontinued support in the future. And we also thank for the value advice and supportedreceived from the other business Associates.

By the Order of the Board
For Bharatiya Global Infomedia Limited
Sd/-
Place: Noida Rakesh Bhhatia
Date: 31st August 2017 (Chairman-cum-Managing Director)