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B A G Films & Media Ltd.

BSE: 532507 Sector: Media
NSE: BAGFILMS ISIN Code: INE116D01028
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VOLUME 103755
52-Week high 10.79
52-Week low 2.31
P/E 259.00
Mkt Cap.(Rs cr) 103
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.60
CLOSE 5.38
VOLUME 103755
52-Week high 10.79
52-Week low 2.31
P/E 259.00
Mkt Cap.(Rs cr) 103
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

B A G Films & Media Ltd. (BAGFILMS) - Director Report

Company director report

To

The Members of

B.A.G. Films and Media Limited

Your Directors have pleasure in presenting their 28th Annual Report onbusiness and operations of the Company along with the Audited Financial Statements for thefinancial year ended March 31 2021.

1. FINANCIAL RESULTS

In compliance with the provisions of the Companies Act 2013 ('the Act') and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ('the SEBI ListingRegulations') the Company has prepared its standalone and consolidated financialstatements as per Indian Accounting Standards (Ind AS) for the financial year 2020-21. Thestandalone and consolidated performance of the Company and its subsidiaries for the yearunder review along with previous year figures are given hereunder:

(Rupees in Lakhs)

Particulars

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Total Income 3023.97 3343.31 10303.10 12278.08
Total Expenditure other than Financial Costs and Depreciation 4178.17 4226.52 9677.59 11503.98
Profit before Depreciation & Financial Charges 408.37 997.82 607.40 1187.39
Financial Charges 379.78 371.09 1281.70 1231.06
EBIDTA 408.37 997.82 607.40 1187.39
Depreciation and Amortisation Expense 405.50 573.32 784.00 1058.51
Profit before Tax (376.91) 53.42 (1458.29) (1102.18)
Provision for Tax 17.87 11.53 14.67 (34.81)
Profit after Tax (394.78) 41.89 (1472.96) (1067.37)
Proposed Dividend Nil Nil Nil Nil

Notes:

1. There are no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and the date of this report.

2. Previous year figures have been regrouped/re-arranged wherever necessary.

2. COMPANY PERFORMANCE/ STATE OF COMPANY'S AFFAIRS

During the year under review the Standalone total income from operations of thecompany was Rs. 3023.97 Lakhs against Rs. 3343.31 Lakhs during the previous financialyear. As per the Consolidated Accounts the total income decreased from Rs. 12278.08Lakhs to Rs. 10303.10 Lakhs during the year. There was standalone EBIDTA of Rs. 408.37Lakhs as against Rs. 997.82 Lakhs in previous year. Impact of lockdown due to COVID-19 wasvisible across industry and your company also suffered resulting into decreased revenuesand profability. Content production industry was severly hit this year due to COVID-19lockdown across India. The Company produced content for OTT players and also providedsupport in content distribution to its associates. The Company pitched content productionfor various OTT platforms including MX Player.

Going forward we are strategising to deploy our resources in opportunities that havethe most favorable risk return profile.

B.A.G. Films and Media Limited (hereinafter referred to as BAG) holds the uniquedistinction of producing programmes of all genres. We are proactive with our contentpipeline and endeavor to hit new genres before the market evolves.

We have constantly build relationships across the news and entertainment industry whichallowed us to identify new avenues and markets. Our inhouse expertise along with strongpartnerships in the content creation aggregation and distribution system enabled us tocreate and deliver engaging content at a comparative cost and sustain in theseunprecedented times.

3. ORGANISATIONAL INITIATIVES IN RESPONSE TO COVID-19 SITUATION

The outbreak of deadly COVID-19 virus and the ensuing lockdowns and restrictionsimposed across the country affected operations across our various businesses. Our businesscontinuity plan was put in motion and was tested during this period. The initial focus wasto ensure safety of our employees and on minimizing disruption to services for all ourviewers globally.

The COVID-19 pandemic has changed the social lives of people across regions andeconomic sections. The lockdowns and restriction on movement of people has not only led toan increased demand for content but has also changed content consumption patterns. Whiletraditional and outdoor mediums of distribution of content such as cinema theatrescontinue to be unavailable; the home consumption mediums such as television channels andOTT platforms have gained even more popularity and viewership. However despite the risein viewership monetisation and revenues are hugely impacted considering reduction in ad-spends by other industries owing to the global recession.

India is currently experienced a massive second wave of Covid-19 infections withpartial lockdowns and restrictions compared to the first wave. Hence we expect no majorchanges in the economic activities. At all times physical health and emotional wellbeingof our employees and business partners remain of foremost importance to the Company andall efforts have been taken to mitigate impact in our operations. In responding to thiscrisis our primary objective has been to ensure the safety of our employees to deliverour contractual and customer commitments and put in place mechanisms to protect thefinancial wellbeing of the Company.

The Company is working towards being resilient in order to sail through the currentsituation. It is focused on controlling the costs maintaining liquidity and closelymonitoring the supply chain to ensure that the content and distribution businessfacilities operate smoothly.

4. CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the financial yearended March 312021.

5. DIVIDEND

The directors express their inability to declare any dividend for the financial yearended March 31 2021 on account of losses incurred duering the year under review. Thecompany has not made any transfer to general reserve.

6. GENERAL RESERVE

The Company has not transferred any amount to General Reserve for the financial yearended March 31 2021.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In terms of Section 125 of the Act relevant amounts which remained unpaid or unclaimedfor a period of seven years have been transferred by the Company to the Investor Educationand Protection Fund (IEPF) established by the Central Government. During the year underreview the Company has no unclaimed and/or unpaid dividend amount which remain unclaimedor unpaid for a period of seven years or more.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31 2021 the Company has six Directors comprising of three IndependentDirectors two NonExecutive Director and a Chairperson and Managing Director (CMD).

Besides Ms. Anuradha Prasad Shukla the Chairperson and Managing Director the Boardof Directors (herein after referred as "the Board") of the Company has one womanIndependent Director Ms. Urmila Gupta.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees andreimbursement of expenses incurred by them for the purpose of attending meetings of theBoard/Committee of the Company.

Mr. Anil Kapoor and Mr. Arshit Anand were appointed as an additional director of theCompany with effect from 01.04.2020. Their appointment as Director was approved byshareholders in 27th Annual General Meeting of the Company.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 312021 are: Ms. Anuradha Prasad Shukla Chairperson and ManagingDirector Mr. Ajay Jain Chief Financial Officer and Mr. Rajeev Parashar Secretary of theCompany.

Pursuant to the requirement of Section 152 of the Act and in terms of the Articles ofAssociation of the Company Mr. Sudhir Shukla (DIN:01567595) is liable to retire byrotation and being eligible offers himself for re-appointment. The appointment is subjectto approval of shareholders in the ensuing annual general meeting.

Brief details of the directors proposed to be appointed/re-appointed as required underRegulation 36 of the SEBI Listing Regulations and Secretarial Standard 2 are provided inthe Notice of the ensuing Annual General Meeting.

Independent Directors

All independent directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board the independentdirectors fulfil the conditions of independence specified in Section 149(6) of the Actand Regulation 16(1) (b) of the SEBI Listing Regulations. The Independent Directors havealso confirmed that they have complied with the Company's Code of Conduct.

The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise in the fields of technologydigitalisation human resources strategy auditing tax and risk advisory servicesfinancial services corporate governance etc. and that they hold highest standards ofintegrity.

The Independent Directors of the Company have undertaken requisite steps towards theinclusion of their names in the data bank of Independent Directors maintained by theIndian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6of the Companies (Appointment & Qualification of Directors) Rules 2014.

In a separate meeting of independent directors performance of non-independentdirectors performance of the Board as a whole and performance of the chairperson wasevaluated taking into account the views of executive directors and non-executivedirectors. Performance evaluation of independent directors was done by the entire Boardexcluding the independent director being evaluated. Details of Familiarization Programmefor the Independent Directors are provided separately in the Corporate Governance Report.

9. BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations the Board inconsultation with the Nomination and Remuneration Committee lays down the evaluationcriteria for the performance evaluation of Executive/Non- Executive/ Independent Directorsof the Company. The questionnaire of the survey is a key part of the process of reviewingthe functioning and effectiveness of the Board and for identifying possible paths forimprovement. All the relevant factors that are material for evaluating the performance ofindividual Directors the Board and its various Committees were discussed in detail atthe board meeting.

Schedule IV of the Act read with corporate governance requirements as prescribed byunder the SEBI Listing Regulations mandate that annual performance evaluation ofIndependent Directors should be carried out by other directors to the exclusion ofDirectors being evaluated.

The evaluation of the Board as a whole its Committees and individual director wasconducted based on the criteria and framework adopted by the Board. The evaluation processhas been explained in the Corporate Governance Report section in the Annual Report. TheBoard approved the evaluation process results of the Company.

10. NUMBER OF MEETINGS OF THE BOARD

During the year under review the Board of Directors of your Company met five times.The intervening gap between the Meetings was within the period prescribed under the Act.The details of Board meetings and the attendance of the Directors are provided in theCorporate Governance Report which forms part of this Annual Report.

Committees of the Board of Directors

Details of various committees constituted by the Board of Directors as per theprovision of the SEBI Listing Regulations and the Act are given in the CorporateGovernance Report which forms part of this Annual Report.

11. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Act the Board of Directors to thebest of their knowledge and ability state the following that: -

a) in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year March 31 2021 andof the loss of the Company for that period;

c) they have 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;

d) they have prepared the annual accounts of the Company on a 'going concern' basis.

e) They have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

12. SUBSIDIARY COMPANIES

The Company has four subsidiaries as on March 31 2021 including a wholly owned foreignsubsidiary. There is no associate company within the meaning of Section 2(6) of the Act.

There is no changes in number of subsidiaries of the Company either by acquisition orotherwise during the year under review.

News24 Broadcast India Limited

News24 a 24 hours National free to air Hindi news channel operating through itssubsidiary News24 Broadcast India Limited has consistently maintained healthy marketshare in Hindi News Genre and is available throughout India on cable and DTH platformsincludes Tata Sky Dish TV and Airtel Digital. In the age of social media News24 hasbeen able to maintain its credibility and has gained emmense of popularity.

News24 is also available on our digital and social platform like Facebook YouTubeetc.

News24 is also available throughout West Asia and the MENA Region on DU network acrossMiddle East and North Africa including Algeira Baharin Chad Djibouti Egypt IraqIran Jorda Kuwait Lebnan Libya Mauritania Morocco Oman Qatar Saudia ArabiaSomalia North Sudan Syria Tunisia U.A.E. & Yemen.

The Company further strengthened its presence in the Hindi heartland with the launch ofits regional News channel - NEWS24 MPCG through its subsidiary News24 Broadcast

India Limited. Madhya Pradesh (MP) & Chhattisgarh (CG) is one of the key newsmarkets which has a population of roughly 110 million and their news appetite has beengrowing unceasingly. The people are keen to watch more and more local news content apartfrom national developments. With this launch News24 wants to serve the population ofthese states with equal fervour and to this extent it launched its first state specificNews Channel.

E24 Glamour Limited

E24 a 24 hours Bollywood Entertainment channel operating through its subsidiaryE24 Glamour Limited pitched as Bollywood's news channel managed to attract audience ofall age groups and endavoured of in creating a new genre in television entertainment. E24is available throughout Hindi speaking market (HSM) on cable and on DTH platforms such asAirtel & Tata Sky.

E24 is available throughout West Asia and the MENA Region on DU network across MiddleEast and North Africa including Algeira Baharin Chad Djibouti Egypt Iraq IranJorda Kuwait Lebnan Libya Mauritania Morocco Oman Qatar Saudia Arabia SomaliaNorth Sudan Syria Tunisia U.A.E. & Yemen.

E24 helps build deep rooted connection of people from India - subcontinent to theirhomeland.

The music and news genre has been facing considerable heat and stiff competition fromdigital and social media platforms. This competition alongwith increased cost of musicroyalties has rendered streaming music and related content unviable forcing a re-jig intocontent planning. The channel is in the process of research and experimenting on the kindof content to be telecast which is affordable and also liked by viewers.

Skyline Radio Network Limited

FM radio stations on frequency 106.4 in the name of "Dhamaal24 - Har Khushihai Jahan" operating through its subsidiary Skyline Radio Network Limited is nowthe voice of the regions and many of its shows are household names in all ten cities whereit is operational i.e. Hissar Karnal Patiala Ranchi Muzaffarpur Dhule JalgaonAhemednagar Simla and Jabalpur. Radio industries also badly hit by the prevailingCOVID-19 crisis. The management is exploring various options to sustain and buildrevenues.

BAG Network Limited

The BAG Network Limited is a wholly owned subsidiary of the Company. The Company isdormant and like previous year has not carried out any business during the year.

The Company has adopted a Policy for determining Material Subsidiaries in terms ofRegulation 16(1) (c) of the SEBI Listing Regulations as amended from time to time. ThePolicy as approved by the Board has been uploaded on the Company's website at the web linkhttp://bagnetwork24.in/ pdf/Policy for Detarmining Material Subsidiaries.pdf.

Consolidated Financial Statements

Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 readwith rules framed there under and Regulation 33 of the SEBI Listing Regulations theCompany has prepared consolidated financial statements of the Company and its subsidiariesand a separate statement containing the salient features of financial statement ofsubsidiaries in Form AOC-1 which forms part of this Annual Report. The details of basis ofpreparation and consideration principle of consolidation are disclosed in Notes ofConsolidated Financial Statement.

Further pursuant to the provisions of section 136 of the Act the financial statementsof the Company including the consolidated financial statements along with relevantdocuments and separate audited financial accounts in respect of subsidiaries areavailable on the company's website www.bagnetwork24.in.

Pursuant to provisions of section 129(3) of the Act read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of the Company's subsidiaries in Form AOC-1 is attached to the financialstatements of the Company which forms an integral part of this Annual Report.

13. ANNUAL RETURN

The Annual Return of the Company as on 31st March 2021 is available on the website ofthe Company at https:// bagnetwork24.in/pdf/BAGFILMS Form MGT 7 31.03.2021. pdf.

14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Energy Conservation Measures Taken by the Company

The provisions of Section 134(3)(m) of the Act read with Companies (Accounts) Rules2014 relating to Conservation of Energy do not apply to the Company. However significantmeasures are taken to reduce energy consumption by using energy-efficient computers and bypurchasing energy efficient equipment. We purchase computers laptops air conditionersetc. that meet environmental standards wherever possible and regularly upgrade oldequipment with energy-efficient equipment.

Technology Absorption

The provisions of Section 134(3)(m) of the Act relating to Technology Absorption donot apply to the Company. The Company's research and development initiative mainlyconsists of ideation of new subjects for our content production business which are usedin the creation of new storyline and tracks. The expenses incurred on such initiatives arenot practically quantifiable.

The Company is an integrated player in the entertainment industry and our business issuch that there is limited scope for new technology absorption adaptation and innovation.However the Company uses the latest technology wherever possible to deliver superiorproduction value as a regular process.

15. FOREIGN EXCHANGE EARNING AND OUTGO

During the financial year 2020-21 your Company's foreign exchange earning was Nil andforeign exchange outgoings were Rs. 3772375.00.

16. SIGNIFICANT AND MATERIAL ORDERS

During the year under review there were no significant and material orders passed bythe Regulators/ Courts/Tribunals impacting the going concern status and Company'soperations in future.

17. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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 errors reportingmechanisms the accuracy and completeness of the accounting records and timely preparationof reliable financial disclosures.

The main thrust of internal audit is to test and review controls appraisal of risksand business processes besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.

The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors. Tomaintain its objectivity and independence the Internal Audit function reports to theChairman of the Audit Committee.

18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of loans guarantees and investments covered under the provisions of Section186 of the Act and the SEBI Listing Regulations are given in the notes to the FinancialStatements which forming integral part of this Annual Report.

19. RISK MANAGEMENT POLICY

The Company has in place a Risk Management framework to identify evaluate and monitorbusiness risks and challenges across the Company that seek to minimise the adverse impacton business objectives and capitalise on opportunities. The Company's success as anorganisation largely depends on its ability to identify such opportunities and leveragethem while mitigating the risks that arise while conducting its business. The auditcommittee has additional oversight in the area of financial risks and controls.

An abridged policy on risk management has been placed on the company's website at theweb link http://bagnetwork24. in/pdf/Whistle Blower Policy.pdf.

20. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules2014 as amended.

During the year under review your Company has not accepted any fixed deposit and assuch no amount of principal or interest was outstanding as on the balance sheet date.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company believes in voluntary commitment to Corporate Social Responsibilityinitiatives though mandatory contribution is not yet applicable on the company. TheCompany shall report the same and shall submit the relevant report as and when they becomeapplicable.

22. NOMINATION AND REMUNERATION POLICY

The Company has the Nomination & Remuneration Policy for selection &appointment of Directors Senior Management and their remuneration in compliance withprovisions of section 178 of the Act and Regulation 19 of the SEBI Listing Regulations asamended from time to time.

The Remuneration policy of the Company is a comprehensive policy which is competitivein consonance with the industry practices. The policy ensures equality fairness andconsistency in rewarding the employees on the basis of performance against set objectives.

The Company's Policy relating to appointment of Directors payment of managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Act is available on ourcompany's website at www. bagnetwork24.in and annexed in Annexure I formingpart of the Board's Report.

23. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions that were entered by the Company during thefinancial year under review were on arm's length basis in the ordinary course ofbusiness and were in compliance with the applicable provisions of the Act and the SEBIListing Regulations.

The Policy on Related Party Transactions as approved by the Board of Directors. In linewith the requirements of the Act and the SEBI Listing Regulations has been uploaded onthe Company's website www.bagnetwork24.in. None of the directors has any pecuniaryrelationship or transactions visa-vis the Company except remuneration and sitting fees.

The Policy intends to ensure that proper reporting approval and disclosure processesare in place for all transactions between the Company and related parties. Omnibusapproval was obtained on a yearly basis for transactions which are of repetitive natureand/or entered in the ordinary course of business and are at Arm's Length Price.

The particulars of related party's transactions referred to in sub-section (1) ofsection 188 of the Act and Regulation 23 of the SEBI Listing Regulations including certainarm's length transactions under third proviso thereto are disclosed in Form No.AOC -2 in AnnexureII forming part of the Board's Report.

24. VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigilmechanism for Directors and employees of the Company in conformation with section 177(9)of the Act and Regulation 22 of the SEBI Listing Regulations to report concerns aboutunethical behavior actual or suspected fraud or violation of the company's code ofconduct or ethics policy to the Audit Committee. There is no restriction for reporting anysuch occurrence and all the employees have uninterrupted access for reporting theirconcern in confidence to the Audit Committee.

The details of the Whistle Blower Policy are posted on the website of the Company at www.bagnetwork24.in.

25. POLICIES

The updated policies adopted by the Company as per statutory and governancerequirements are uploaded on website of the Company atwww.bagnetwork24.in.

26. AUDITORS AND AUDITORS' REPORT

(i) Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with rules made thereunderM/s. Kumar Khare & Co. Chartered Accountants (ICAI Firm Registration No 006740C)were appointed as Statutory Auditors of the Company for a term of five consecutive yearsto hold office till conclusion of the 29th Annual General Meeting (AGM) of the Company tobe held in the calendar year 2022.

(ii) Qualification in Auditors reports

The Report given by the Statutory Auditors on the financial statements of the Companyforms part of this Annual Report. There are no qualifications reservations or adverseremarks made by Statutory Auditors in their report for the financial year 2020-21.

(iii) Internal Auditors

M/s Joy Mukherjee & Associates Chartered Accountants were appointed by the Boardof Directors as Internal Auditor to assist the Internal Audit with the audit process forthe Company.

(iv) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the rules made thereunder theCompany has appointed M/s Balika Sharma & Associates a firm of Company Secretaries inPractice (C.P.No. 3222) to undertake the Secretarial Audit of the Company for thefinancial year ended 31st March 2021.

Pursuant to the provision of section 204 of the Act and Regulation 24A of the SEBIListing Regulations a Secretarial Audit Report in Form No. MR-3 for the financial yearended March 31 2021 is annexed as Annexure III and forms an integral part of thisReport. The said Report does not contain any qualification reservation disclaimer orobservation requiring explanation or comments from the Board under Section 134(3) of theAct.

A Secretarial Compliance Report for the Financial year ended March 312021 oncompliance of all applicable SEBI Listing Regulations and circulars/guidance issued thereunder was obtained from M/s Balika Sharma & Associates and submitted to the stockexchanges. Secretarial Compliance Report for the Financial Year ended March 31 2021 isannexed as Annexure IV and forms as internal part of this Board Report.

(v) Reporting of Frauds by Auditors

During the year under review the Statutory Auditors Internal Auditor and SecretarialAuditor have not reported any instances of frauds committed in the Company by its Officersor Employees to the Audit Committee under Section 143(12) of the Act details of whichneeds to be mentioned in this Report.

27. LISTING

The equity shares of the Company are listed with National Stock Exchange of IndiaLimited (NSE) and BSE Limited (BSE). There are no arrears on account of payment of listingfee to the Stock Exchanges.

28. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements.

As per Regulation 34(3) of the SEBI Listing Regulations a separate section oncorporate governance practices followed by your Company together with a certificate fromcompany's Statutory Auditors certify on compliance with corporate governance norms underthe SEBI Listing Regulations is annexed and forms an integral part of this Annual Report.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI Listing Regulations the Management Discussionand Analysis report on your Company's performance industry trends and other materialchanges with respect to your Company and its subsidiaries wherever applicable isprovided in separate section and forms an integral part of this Report.

30. CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) modified from timeto time applicable to Directors Independent Directors and Senior Management Personnel.The Code gives guidance and support needed for ethical conduct of business and complianceof law. The Code reflects the values of the Company. A copy of the Code has been put onthe Company's website www.bagnetwork24.in.

The Code aims to regulate monitor report trading by designated persons to deter theinsider trading in the securities of the Company based on the unpublished price sensitiveinformation. The said Code envisages procedures to be followed and disclosures to be madewhile dealing in the securities of the Company. The said policy was updated and adopted bythe Board of Directors pursuant to SEBI (Prohibition of Insider Trading) (Amendment)Regulations 2018.

Besides the Company has also formulated code of Practice and Procedures for fairdisclosure of Unpublished Price Sensitive Information in addition therewith pursuant toRegulation 8 of the SEBI (Prohibition of Insider Trading) Regulations 2015. These codesare applicable to Directors/ officers/connected person/designated employee of the Companyand their immediate relatives. The full text of the Code is available on the website ofCompany under "Code of Conduct & Policies" and can be accessed at Company'swebsite www.bagnetwork24.in.

31. SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31 2021 was Rs. 550000000/-divided into 275000000 Equity Shares of Rs. 2/- each.

The paid up Equity Share Capital as on March 31 2021 was Rs. 395836180/- (includingcalls in arrear of Rs. 170341/-) divided into 197918090 equity shares of Rs. 2/- each.During the year under review the Company has not issued any shares. The Company has notissued shares with differential voting rights.

32. PARTICULARS OF EMPLOYEES

The requisite details containing the names and other particulars of employees inaccordance with the provisions of Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas part of this Board's report.

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 V to this Board's Report.

The information required pursuant to Section 197 of the Act read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of your Company is available for inspection on company website at www.bagnetwork24.inup to the date of the ensuing Annual General Meeting. If any member is interested inobtaining a copy thereof such member may write to the Company Secretary in this regard.

33. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace as perthe requirement of the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 ('POSH Act') and Rules made thereunder. The Company has alsoconstituted an Internal Complaint Committee (ICC) to redress complaints received regardingsexual harassment. With the objective of providing a safe working environment allemployees (permanent contractual temporary trainees) are covered under this policy. Thesaid policy is available on the website of the Company at www.bagnetwork24.in.

The Company has also constituted ICCs at all its locations to inquire into complaintsof sexual harassment and recommend appropriate action. No complaint has been registeredwith the Company during the year under review.

34. MATERIAL EVENTS CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF FINANCIAL YEARTO WHICH THE FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

No material events changes commitments have occurred between the end of FinancialYear 2020-21 and the date of this Report which have effect over the financial position ofthe company.

35. ADDITIONAL INFORMATION

The consolidated financial statements of the Company form part of this Annual Report.The Audited Annual Accounts and related information of the Company's subsidiaries will bemade available upon request. These documents will also be available for inspection duringbusiness hours at the Company's registered office in Delhi India. The subsidiarycompanies' documents will also be available for inspection at the respective registeredoffices of the subsidiary companies during business hours.

36. ACKNOWLEDGEMENTS

Your Directors thank all shareholders esteemed customers viewers bankers financialinstitutions Government authorities business partners for their faith trust andconfidence reposed in the Company.

Your Directors also wish to place on record their sincere appreciation for thededicated efforts and consistent contribution made by the employees at all levels toensure that the Company continues to grow and excel even during the challenging times ofCOVID-19 pandemic.

For and on behalf of the Board of Directors
B.A.G. Films and Media Limited
Anuradha Prasad Shukla
Chairperson and Managing Director
DIN: 00010716
Place : Noida
Date : June 29 2021

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