You are here » Home » Companies » Company Overview » B A G Films & Media Ltd

B A G Films & Media Ltd.

BSE: 532507 Sector: Media
BSE 00:00 | 03 Apr 1.80 -0.01






NSE 00:00 | 03 Apr 1.80 0.05






OPEN 1.75
VOLUME 154410
52-Week high 5.10
52-Week low 1.33
Mkt Cap.(Rs cr) 36
Buy Price 1.80
Buy Qty 1500.00
Sell Price 1.89
Sell Qty 1000.00
OPEN 1.75
CLOSE 1.81
VOLUME 154410
52-Week high 5.10
52-Week low 1.33
Mkt Cap.(Rs cr) 36
Buy Price 1.80
Buy Qty 1500.00
Sell Price 1.89
Sell Qty 1000.00

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

Company director report


The Members

B.A.G. Films and Media Limited

Your Directors have pleasure in presenting their 26th Annual Report on business andoperations of the Company along with the Audited Financial Statements for the financialyear ended March 31 2019. The consolidated performance of the Company and itssubsidiaries has been referred to wherever required.


In compliance with the provisions ofthe Companies Act 2013 (‘the Act') and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (‘SEBI ListingRegulations') the Company has prepared its standalone and consolidated financialstatements as per Indian Accounting Standards (Ind AS) for the Financial year 2018-19. 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)




2018-19 2017-18 2018-19 2017-18
Total Income 2564.00 2505.99 14685.86 13316.14
Profit before Depreciation & Financial Charges 1383.08 1529.65 3121.90 2787.26
Financial Charges 444.79 757.58 1315.51 1384.67
Cash Profit 938.29 772.07 1806.39 1402.59
Depreciation 849.53 1227.63 1313.04 1697.46
Profit before Tax 88.76 (455.56) 493.35 (294.87)
Provision for Tax (45.62) (167.17) (3.77) (147.42)
Profit after Tax 134.38 (288.39) 497.12 (147.45)
Proposed Dividend Nil Nil Nil Nil


During the year under review the standalone total income from operations of thecompany is Rs. 2564.00 Lakhs against Rs. 2505.99 Lakhs during the previous financialyear. As per the Consolidated Accounts the total income increased from Rs. 13316.14Lakhs to Rs. 14685.86 Lakhs during the year. As a strategy we focused on revenue growthand cost optimizing thereby improving bottom line. There was standalone Cash profit of Rs.938.29 Lakhs as against Rs. 772.07 Lakhs in previous year.

Going forward we will continue to deploy our financial resources in opportunities thathave the most favorable risk return profile. Our TV content and production businessremains stable and profitable business.

B.A.G. Films and Media Limited (hereinafter referred as BAG) holds the uniquedistinction of producing programmes of all genres for a range of TV channels and audience.Our Television business continues to perform well. We are proactive with our contentpipeline and evolve new genres before the market evolves.

We have constantly built relationships across the news and entertainment industry whichallows us to identify new avenues and markets. We will continue to focus on creating morehigh impact content for the daily shows as they are more economical and profitable.

We are consistently building capacity and capabilities to provide relevant content on aregular basis in the digital space. We maintain a strong leadership spot in the TVbusiness with our unmatched creative production capacity to develop shows catering to adiverse set of audience.


There was no change in the nature of business of the Company during the financial yearended March 31 2019.


The Directors are of the view that resources of the Company need to be conserved forits future growth plans and hence do not recommend any dividend for the financial year201819.


The Company has not transferred any amount to General Reserve for the financial yearended March 31 2019.


In terms of Section 125 of the Companies Act 2013 (herein after referred as "theAct") relevant amounts which remained unpaid or unclaimed for a period of sevenyears have been transferred by the Company to the Investor Education and Protection Fund(IEPF) established by the Central Government. During the year under review the Companyhas no unclaimed and/or unpaid dividend amount for a period of seven years or more.


There are four Directors on the Board of your Company comprising of two IndependentDirectors a Non-Executive Director and a Chairperson cum Managing Director (CMD).

Besides Ms. Anuradha Prasad Shukla as the Chairperson cum Managing Director the Boardof the Company has one women Independent Director viz. Ms. Urmila Gupta.

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 Regulation16(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.

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 nonexecutivedirectors. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.

Appointments/ Resignations from the Board of Directors

During the financial year under review there was no change in the Board of Directorsof the Company.

Ms. Anuradha Mishra Independent Director resigned from the Board of Directors witheffect from April 01 2019.

Re-appointment of Independent Directors

Ms. Urmila Gupta Independent Director will be completing her present term as anIndependent Director of the Company on June 24 2019. On the recommendation of theNomination and Remuneration Committee the Board in its meeting held on August 27 2018and by approval of shareholders by special resolution at 25th Annual General Meeting dated25.09.2018 re-appointed Ms. Urmila Gupta as an Independent Director of the Company for afurther term of five years with effect from June 25 2019.

Appointments/ Resignations of the Key Managerial Personnel

During the year under review there was no change in the Key Managerial Personnel ofthe Company. Ms. Anuradha Prasad Shukla Chairperson cum Managing Director Mr. Ajay JainChief Financial Officer and Mr. Rajeev Parashar Secretary of the Company are the KeyManagerial Personnel as per the provisions of the Act.

Directors retiring by rotation

Mr. Sudhir Shukla Non-Executive Director is liable to retire by rotation at theensuing 26th Annual General Meeting (AGM) pursuant to Section 152 of the Act read withthe Companies (Appointment and Qualification of Directors) Rules 2014 the Articles ofAssociation of the Company and being eligible has offered himself for re-appointment.

Board Evaluation

Pursuant to the provisions of the Act and 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. At the meeting of the Board all the relevant factors that are material forevaluating the performance of individual Directors the Board and its various Committeeswere discussed in detail.

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 directors 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.


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 report.

Committees of the Board of Directors

The Board Committees play a crucial role in the governance structure of the Company andhave been constituted to deal with specific areas/activities which concern the Company andneed a closer review. The Board Committees are set up under the formal approval of theBoard to carry out clearly defined roles which are considered to be performed by membersof the Board. The terms of reference of Board Committees are determined by the Board fromtime to time.

In compliance with the requirements of the Act and SEBI Listing Regulations the Boardhad constituted various Board Committees including:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Risk Management Committee

4. ESOP Compensation Committee

5. Nomination and Remuneration Committee

6. Securities Committee

The details of scope constitution and terms of reference membership composition andnumber of meeting held during the year under review along with attendance of the committeemembers are provided in Corporate Governance Report Section of this Annual Report.


Pursuant to Section 134(3)(c) of the Act the Directors to the best of their knowledgehereby state and confirm that: -

a) in the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) 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 March31 2019 and of the profit of the Company for that period;

c) 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;

d) the Directors had prepared the annual accounts of the Company on a ‘goingconcern' basis.

e) the internal financial controls to be followed by the Company were laid down andsuch internal financial controls are adequate and operating effectively. and

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.


The Company has four subsidiaries as on March 31 2019 out of which one is Wholly OwnedForeign Subsidiary. There is no associate company within the meaning of Section 2(6) ofthe Act.

News24 Broadcast India Limited

News24 a 24 hours National Hindi free to air Hindi news channel operating throughits subsidiary News24 Broadcast India Limited has consistently maintained healthy marketshare in Hindi News Genre and is available throughout India on cable and DTH platforms. Inthe age of social media News24 has been able to maintain its credibility andprofitability.

News24 Hindi news channel is also available throughout West Asia and the MENA Regionon DU network.

E24 Glamour Limited

E24 a 24 hours Bollywood Entertainment channel operating through its subsidiaryE24 Glamour Limited known as Bollywood's first news channel has managed to attractaudience of all age groups and succeeded in creating a new genre in televisionentertainment.

E24 now available throughout west Asia and the MENA region on DU network has gainedpopularity in international market too.

Skyline Radio Network Limited

FM radio stations on frequency 106.4 in the name of "Dhamaal24 - HarKhushi hai Jahan" operating through its subsidiary Skyline Radio Network Limitedis now the voice of the regions and many of its shows are household names in all tencities where it is operational i.e.Hissar Karnal Patiala Ranchi Muzaffarpur DhuleJalgaon Ahemednagar Simla and Jabalpur.

BAG Network Limited

The BAG Network Limited is a wholly owned subsidiary of the Company. The Company isnon-operational.

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

Consolidated Financial Statements

The Consolidated Financial Statements of the Company prepared in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules2014 form part of the Annual Report and are reflected in the Consolidated FinancialStatements of the Company. The details of basis of preparation and considerationprinciple of consolidation are disclosed in Notes of Consolidated 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.

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 Report.


The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92(3) and section 134(3) (a) of the Act as on March 31 2019 is annexed as Annexurei which forms as integral part of this Report and is also available on company'swebsite


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 equipments. We purchase computers laptops air conditionersetc. that meet environmental standards wherever possible and regularly upgrade oldequipments with more energy- efficient equipments.


The provisions of Section 134(3)(m) of the Companies Act 2013 relating to TechnologyAbsorption do not apply to the Company. The Company's research and development initiativemainly consists of ideation of new subjects for our content production business which areused in the creation of new storyline and tracks. The expenses incurred on suchinitiatives are not 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.


During the financial year 2018-19 your Company's foreign exchange earning was nil andforeign exchange outgoings were Rs. 3917763.


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.


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 the Chairman of the Audit Committee.


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to the Financial Statements which forming integralpart of this Report.


In accordance with the requirements of the Act the Company has adopted Risk ManagementPolicy approved by Board and established a risk management framework to identifymitigate and control the risk and threat. The risk management framework is reviewedperiodically by the Board and the Audit Committee.

An abridged policy on risk management has been placed on the company's

The details of Committee and its terms of reference are set out in the CorporateGovernance Report forming part of the Board's Report.


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.

Fixed Deposits

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.


The Company believes in voluntary commitment 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.


The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection & appointment of Directors Senior Management and theirremuneration in compliance with provisions of section 178 of the Act and Regulation 19 ofthe SEBI Listing Regulations as amended 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 II formingintegral part of the Board's Report.


The Policy on Related Party Transactions as approved by the Board of Directors in linewith the requirements of the Act and SEBI Listing Regulations has been uploaded on theCompany's website None of the directors has any pecuniaryrelationship or transactions vis-a-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. All RelatedParty Transactions are placed before the Audit Committee for approval. Omnibus approvalwas obtained on a yearly basis for transactions which are of repetitive nature and/orentered in the ordinary course of business and are at Arm's Length Price. All RelatedParty Transactions entered during the year were in ordinary course of the business and onArm's Length Price. All Related Party Transactions are placed before the Audit Committeeand the Board for review and approval on a quarterly basis.

The Company has put in place a mechanism for certifying the Related Party TransactionsStatements placed before the Audit Committee and the Board of Directors from anIndependent Chartered Accountant Firm.

The particulars of related parties transactions referred to in sub-section (1) ofsection 188 of the Companies Act 2013 including certain arm's length transactions underthird proviso thereto are disclosed in Form No. AOC -2 in Annexure III forming partof the Board's Report.


The company has a Whistle Blower Policy to establish a vigil mechanism for Directorsand employees of the Company to report concerns about unethical behavior actual orsuspected fraud or violation of the company's code of conduct or ethics policy to theAudit Committee. There is no restriction for reporting any such occurrence and all theemployees have uninterrupted access for reporting their concern in confidence to the AuditCommittee.

The details of the Whistle Blower Policy are posted on the website of the Company


M/s. Kumar Khare & Co. Chartered Accountants (ICAI Firm Registration No 006740C)were appointed as Statutory Auditors of the Company at the 24th Annual General Meetingheld on September 26 2017 for a term of five consecutive years on remuneration mutuallyagreed upon by the Board of Directors and Statutory Auditors. They have confirmed thatthey are not disqualified from continuing as Auditors of the Company.

Pursuant to the amendments made to Section 139 of the Act by the Companies (Amendment)Act 2017 effective from May 7 2018 the requirement of seeking ratification of theMembers for the appointment of the Statutory Auditors has been withdrawn from the Statute.Hence the resolution seeking ratification of the Members for continuance of theirappointment at this AGM is not being sought.

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 M/s. Kumar Khare & Co. Chartered Accountants Statutory Auditors intheir report for the financial year 2018-19.

There is no instance of fraud during the year under review which requires the statutoryAuditors to report to the Audit Committee and/or Board under section 143(12) of the Actand Rules framed thereunder.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s BalikaSharma & Associates a firm of Company Secretaries in Practice (C.P.No. 3222) toundertake the Secretarial Audit of the Company for the financial year 2018-19.

Pursuant to the provision of section 204 and Regulation 24A of the SEBI ListingRegulations a Secretarial Audit Report in Form No. MR-3 for the financial year endedMarch 31 2019 is annexed as Annexure IV and forms an integral part of this Report.The said Report does not contain any qualification reservation disclaimer or observationrequiring explanation or comments from the Board under Section 134(3) of the Act.

A Secretarial Compliance Report for the Financial year ended March 31 2019 oncompliance of all applicable SEBI Listing Regulations and circulars / guidances issuedthereunder was obtained from M/s Balika Sharma & Associates and Submitted to the bothstock exchanges.


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.


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 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.


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

The Company has formulated a Code of Conduct to regulate monitor report trading bydesignated persons to deter the insider trading in the securities of the Company based onthe unpublished price sensitive information. The said Code envisages procedures to befollowed and disclosures to be made while dealing in the securities of the Company. Thesaid policy was updated and adopted by the 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


Preferential Allotment

The Authorized Share Capital of the Company as on March 31 2019 was Rs. 550000000/-divided into 275000000 Equity Shares of Rs. 2/- each.

During the financial year under review company had allotted 9800000 equity shares byconversion of equal number of warrants at a price of Rs. 4.70/- per Equity Share("Conversion Price" including a premium of Rs. 2.70/- per Equity Share) toSkyline Tele Media Services Limited under promoter group on preferential basis. The paidup Equity Share Capital as on March 31 2019 was Rs. 395836180/- (including calls inarrear of Rs. 170341/-) divided into 197918090 equity shares of Rs. 2/- each.


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 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 by the members at registered officeof the Company during business hours on working days up to the date of the ensuing AnnualGeneral Meeting. If any member is interested in obtaining a copy thereof such member maywrite to the Company Secretary in this regard.

Information Required Under Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013

In order to comply with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder the Companyhas formulated and implemented a policy on prevention prohibition and redressal ofcomplaints related to sexual harassment of women at the workplace. All employees arecovered under this policy. No complaint has been registered with the Company during theyear.

Material events changes and commitments occurred between the end of Financial Year towhich the Financial Statement relates and the Date of the Report:

No material events changes and commitments have occurred between the end of FinancialYear 2018-19 and the date of this Report which have effect over the financial position ofthe company except resignation of Ms. Anuradha Mishra Independent Director of the Companywith effect from April 01 2019.

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.


Your Directors thank the Central and State Government Departments organizations andagencies for the continued help and co-operation extended by them.

Your Directors also gratefully acknowledge all stakeholders of the Company viz.viewers producers vendors members stock exchanges auditors consultants dealer'sbanks and other business partners for the excellent support received from them during theyear. The Directors place on record their sincere appreciation to all employees of theCompany for their unstinted commitment and continued contribution to the Company's wellbeing.

For and on behalf of the Board of Directors
B.A.G. Films and Media Limited
Anuradha Prasad Shukla
Chairperson cum Managing Director
DIN: 00010716
Place: Noida
Date: May 29 2019