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Bharatiya Global Infomedia Ltd.

BSE: 533499 Sector: IT
NSE: BGLOBAL ISIN Code: INE224M01013
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NSE 05:30 | 01 Jan Bharatiya Global Infomedia Ltd
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VOLUME 4517
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OPEN 3.08
CLOSE 2.90
VOLUME 4517
52-Week high 5.47
52-Week low 1.90
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bharatiya Global Infomedia Ltd. (BGLOBAL) - Director Report

Company director report

Dear Shareholders

Your Directors are happy in presenting the Twenty SeventhDirector's Report together with the audited Standalone & Consolidated financialStatements for the year ended 31st March 2021.

Financial Results

The Financial results of the Company for the period under review are assummarized below:

(Amount in Lakhs)

Particulars For The Financial Year Ended 31st March 2021 For The Financial Year Ended 31st March 2021 For The Financial Year Ended 31st March 2020 For The Financial Year Ended 31st March 2020
Standalone Consolidated Standalone Consolidated
Income from Operations 1117.64 1117.64 1044.68 1044.68
Other Income 14.26 15.94 2.36 4.04
Total Income 1131.90 1133.58 1047.04 1048.72
Total Expenditure 1019.02 1017.28 974.81 973.07
Profit Before Depreciation Interest and Tax 112.88 116.30 72.23 75.65
Less: Interest 11.65 11.65 50.97 51.01
Less: Depreciation 95.83 96.05 101.05 101.50
Profit Before Tax 5.41 8.60 (79.79) (76.86)
Less: Provision for Taxation 0 0 0 0
Less: Deferred Tax 2.24 2.24 20.09 20.09
Less: Exceptional Items 0 0 0 0
Profit after Tax and extra ordinary items for the period 3.17 6.36 (99.88) (96.95)
Other Comprehensive Income (0.16) (0.16) (2.33) (2.33)
Profit after Tax and Extra ordinary Items 3.01 6.21 (102.21) (99.28)

The Board of Directors hereby state that during the financial yearended on 31st March 2021 Total Consolidated Revenue for the fiscal year2020-21 was Rs. 1133.58 Lakhs and Earnings before depreciation Interest and taxare Rs. 116.30 Lakhs and profit after tax and extraordinary item is Rs. 6.36 Lakhs.

State of Company Affairs:-

Bharatiya Global Infomedia Limited (BGIL) had raised Rs. 55.10 croresthrough an Initial Public Offer (IPO) in June-July 2011 by issuing 67 20000 equityshares of Rs. 82 on book building basis. The Public issue was oversubscribed by 2.06 timeson an overall basis and the Company got successfully listed on both the Stock Exchangesi.e. National Stock Exchange of India (NSE) and Bombay Stock Exchange Limited (BSE).

SEBI Matter:

The penalty imposed on the Company u/s 15HA & 15HB of SEBI Act isRs. 5 Cr. & 1 Cr. respectively. The Appeal is pending before Supreme Court of Indiaagainst the order.

The details of the objectives for IPO and its fund deployment status ason 31.03.2021 as below:

Particulars As per the Prospectus dated 16th July 2011 As per the Revision in Postal Ballot Meeting Actual Utilization Till 31st March 2021
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 interimmeasure to earn interest pending deployment towards object of the issue; out of the totalICD's the Company has already recalled Rs. 5.75 Crores which has been utilized bythe Company as per postal ballot resolution earlier passed by the Shareholders of the.Further The Company has regularly disclosed its utilization of IPO proceeds to theconcerned Stock exchanges(s). The management is aggressively perusing the matter torecover the balance amount at earliest.

Remuneration to Directors:-

The board of Directors has passed a resolution for remuneration ofDirectors/KMPs and any other officer of the Company in case of inadequate/less profits asper the provisions of the Companies Act 2013 to tender their services.

GST/Income- tax related matters:-

During the period all the notices received from GST authority/IncomeTax authority Company has replied/ complied with the related authority (ies) timely.

Dividend:-

No dividend is recommended for the year ended March 31 2021.

Reserves:-

The Board of Directors does not recommend any transfer to reserves forthe period under review.

Share Capital:-

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

Public Deposits:-

The Company has not accepted any public deposits u/s 26 of theCompanies Act 2013 during the period under review.

Committees of the Board:

Currently the Board has the following Committees: A. Audit Committee.B. Nomination and Remuneration Committee. C. Stakeholder Relationship Committee. D. WomenGrievance Committee

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

A. Audit Committee:

Name of the Director Designation
1. Mr. Sanjay Kapoor Chairman
2. Mr. Harjit Singh Anand Member
3. Mr. Rakesh Bhhatia Member
4. Mr. Ashok Kumar Juneja Member
5. Mr. Rohit Kaushik Member

All the recommendations made by the Audit Committee during the yearwere accepted by the Board.

B. Nomination and Remuneration Committee:

The current composition of Nomination and Remuneration Committee is asfollows:

Name of the Director Designation
1. Mr. Sanjay Kapoor Chairman
2. Mr. Harjit Singh Anand Member
3. Mr. Arti Bhatia Member
4. Mr. Ashok Kumar Juneja Member
5. Mr. Rohit Kaushik Member

C. Stakeholder Relationship Committee:

The current composition of Stakeholder Relationship Committee is asfollows:

Name of the Director Designation
1. Mr. Rakesh Bhatia Chairman
2. Mr. Sanjay Kapoor Member
3. Mrs. Arti Bhatia Member
4. Mr. Ashok Kumar Juneja Member
5. Mr. Rohit Kaushik Member

D. Women Grievance Committee:

The current composition of Women Grievance Committee is as follows:

Name of the Director Designation
1. Mrs. Arti Bhatia Chairman
2. Mr. Rakesh Bhatia Member
3. Mr. Ashok Kumar Juneja Member

Board & Committee Meetings:-

The board met 4 times during the financial year the details of whichare given in the Corporate Governance Report that forms part of the Annual Report. Theintervene gaps between any two meetings was within the period prescribed by the CompaniesAct 2013.

The details pertaining to the composition of the Board and that of itscommittees and such other details as required to be provided under Companies Act 2013 areincluded in the Corporate Governance Report which form part of Annual report.

Secretarial Audit:-

The Board has appointed M/s AKP & Associates Company Secretariesto conduct Secretarial Audit pursuant to provision of Section 204 of the Companies Act2013 for the financial year 2020-2021. The report of the Secretarial Auditor is attachedas Annesure-I to do this report.

Observation made in the Secretarial Auditor's Report areself-explanatory and do not call for any comments.

Declaration of Independent Directors:-

All Independent Directors have given declaration that they meet thecriteria of Independence as provided under section 149 of the Companies Act 2013 and SEBI(Listing Obligation & Disclosure Requirements) Regulations 2015.

Policy on Directors' Appointment/ Remuneration of Directors/KeyManagerial Personnel and Other Employees:-

The Nomination and Remuneration Committee constituted by the Companyhas formulated criteria for determining qualifications positive attributes andindependence of the Directors. The Committee has also recommended to the Board a Policyrelating to remuneration 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 is clear and meetsappropriate performance benchmarks; and

(iii) remuneration to key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

Statutory Auditors:-

M/s SAMPRK & Associates Chartered Accountants (Firm RegistrationNo. 013022N) New Delhi was being re-appointed as Statutory Auditors of the Companyconclusion of this Annual General Meeting (AGM) to the conclusion of next Twenty-eightAnnual 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.

The observation made by the Auditors in their report is selfexplanatory and does not require any clarification.

Management Discussion & Analysis:-

A detailed review of the operations performance and future outlook ofthe Company and its businesses is given in the Management Discussion and Analysis whichforms part of the Annual Report in Annexure-V.

Particulars of Employees:-

There are no employees whose particulars are required to be given inthe terms of provisions of Section 134 of the Companies Act 2013 read with the Companies(Particulars of Employees) Rules 1975.

Corporate Governance:-

Regulation 27 of SEBI (Listing Obligation & Disclosure Requirement)Regulations 2015 mandates that the Board shall monitor and review the Board Evaluationframe-work. The Companies Act 2013 provides that a formal annual evaluation needs to bemade by the Board of its own performance and that of its Committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof Independent Directors shall be done by the entire Board of Directors excluding thedirector being evaluated.

The board of directors has carried out an annual evaluation of its ownperformance Board Committees and individual directors pursuant to the provisions of theCompanies Act 2013 and the corporate governance requirements as prescribed by Securitiesand Exchange Board of India ("SEBI").

The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of the criteria such as the Board compositionand structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board afterseeking inputs from the Committee members on the basis of the criteria such as thecomposition of committees effectiveness of Committee meetings etc.

The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and Committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role.

In a separate meeting of Independent Directors performance ofnon-Independent Directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the Independent Directors at which the performance of the Board itscommittees and individual directors was also discussed.

Internal Financial Control:-

The Board has adopted the policies and procedures for ensuring theorderly and efficient control of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and timely preparation ofreliable financial disclosures.

Vigil Mechanism/Whistle Blower Policy:-

The Company has established a Vigil Mechanism for its Directors andemployees to report their genuine concerns or grievances. The said mechanism encompassesthe Whistle Blower Policy the Fraud Risk Management Process the Bharatiya GlobalInfomedia Limited's Code of Conduct mechanism etc. and provides for adequatesafeguards against victimization of persons who use such mechanism and also providesdirect access to the Chairperson of the Audit Committee. The Vigil Mechanism has been putup on the Company's website.

Conservation of Technology and Absorption:-

Since the Company does not own any manufacturing facility theprovision of Section 134 of the Companies Act 2013 read with the Companies (Disclosure ofParticulars in the report of Board of Director) Rules 1988 are not applicable.

Foreign Exchange Earnings & Outgo:-

The details of Foreign Exchange Earnings and Outflow during the Yearunder review are as below:

(Amount in Lakh)

Particulars 31.03.2021 31.03.2020
Earning in Foreign Currency :
Sale of Software (Including exchange rate fluctuation gain)0 NIL NIL
Expenditure in Foreign Currency : NIL NIL
Purchase of Hardware
Foreign Travelling

Directors' Responsibility Statement:-

Pursuant to the requirement of section 134 (3) (C) of the CompaniesAct 2013 and based on the representations received from the operating management thedirectors hereby confirm that:

1. In preparation of the Annual Accounts the applicable accountingstandards have been followed.

2. The Directors had selected such Accounting Policies and applied themconsistently and Made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit or loss of the company for that period.

3. The Directors had taken proper and sufficient care for themaintenance of adequate Accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.

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

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

6. They had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Obligation of Company under the Sexual harassment of Woman at WorkPlace (Prevention Prohibition and Redresal) Act 2013

In order to prevent sexual harassment of women at work place a new actThe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redresal) Act2013 has been notified on 9th December 2013. Under the said Act every company is requiredto set up an Internal Complaints Committee to look into complaints relating to sexualharassment at work place of any women employee. During the year no complaints werereceived by the internal committee.

COVID Impact on Business

The COVID-19 pandemic is a global humanitarian and health crisis thatcontinues to impact all our stakeholders employees clients investors and communities weoperate in. Many countries are reporting the second and third waves of infections. Theactions taken by various governments to contain the pandemic such as closing of bordersand lockdown restrictions have resulted in significant disruption to people andbusinesses In responding to this crisis our primary objective has been to ensure thesafety of our employees to deliver our client commitments and put in place mechanisms toprotect the financial wellbeing of the Company and overall to protect its long-termprospects. At this time a majority of our employees continues to work remotely. Weenabled extensive use of collaboration platforms and continue to monitor the productivityof employees as they work remotely.

Ability to maintain operations during lockdown

The Company managed to ensure smooth functioning of critical operationsby providing necessary digital infrastructure including laptops / desktops VPN accessvideo conferencing tools etc. to allow employees to operate from home. All on siteproduction remained closed as the Company followed local regulations during the lockdown.The Company resumed its operations as per the directives and permissions of the StateGovernment and other statutory and trade bodies complying with the advisories issued byconcerned authorities and following all health and safety measures. Corporate offices wereopened as per the directions received from the concerned authorities and were operating at50% capacity.

Estimation of the future impact of COVID-19 on the operation:-

Company understands that this is a temporary setback and is confidentthat the economy and IT sector will bounce back soon with rejuvenated demand. Subject tothe Covid-19 situation improving in the country and no relapse of a lockdown the Companyanticipates normalcy to start setting in towards current financial year.

Even though the current situation is very volatile we are confidentabout our ability to manage the crisis and come out of it in a strengthened position. TheCompany has taken various steps to mitigate the adverse impact of Covid-19 on the businesswhich includes reduction in employee costs across all levels for a limited period waiverof rentals and maintenance charges for the leased properties and other cost optimizationacross various overheads. The Mumbai operations were abandoned due to present COVID-19pandemic situation however the branch operations from Mumbai Office will start soonkeeping in mind the market conditions.

Explanation or Comments on Qualification etc. by Auditors and CompanySecretary in Practice:-

There is no qualification reservation or adverse remark or disclaimermade by the Auditors in the Auditors' Report or by the Company Secretary in Practicein Secretarial Audit Report needing explanation or comments by the Board. The StatutoryAuditors have not reported any incident of fraud to the Audit Committee of the Company inthe year under review.

Annual Evaluation by the Board:-

On the recommendation of the Nomination and Remuneration Committee theBoard has finalized the Evaluation Process to evaluate the entire Board CommitteesExecutive Directors and Non-Executive Directors. The method of evaluation as per theEvaluation Process is to be done by internal assessment through a detailed questionnaireto be completed by individual Directors. In accordance with the Companies Act and theListing Requirements the evaluation is done once in a year after close of the year andbefore the Annual General Meeting.

Details of Directors/Key Managerial Personnel:-

Mr. Phani Bhushan has resigned as Independent Director of the Companyon 14th August 2021 except this no change in Key Managerial Personnel duringthe year.

Particulars of Loans Guarantees and Investments under Section 186 ofthe Companies Act 2013

The particulars of the loans guarantees and investments have beendisclosed in the financial statements.

Details of Significant & Material Orders:-

There is no significant or material order passed by the regulators orcourts or tribunals impacting the going concern status and Company's operations infuture.

Consolidated Financial Statements:-

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

Disclosure under Section 197 (12) and Rule 5 (1) of the Companies(Appointment and Remuneration of Management Personnel) Rules 2014:-

The requisite details containing the names and other particulars ofemployees in accordance with the provisions of Section 197 (12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is appended as Annexure IV (a).

Disclosure under Rule 5 (2) and Rule 5 (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:-

The requisite details relating to the remuneration of the specifiedemployees covered under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure IV (b).

Transactions with Related Parties pursuant to Section 188 of theCompanies Act 2013:-

The Company has adopted a Framework on Related Party Transactions("RPT") for the purpose of identification and monitoring of RPTs. Details ofmaterial contracts or arrangements or transactions with Related Parties on an arm'slength basis with respect to transactions covered under Section 188 (1) of the Act and theapplicable Rules framed there under in the prescribed Form No. AOC-2 is given in AnnexureII. Further details of Related Party Transactions as required to be disclosed byAccounting Standard 18 on "Related Party Disclosures" specified under Section133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 are given in theNotes to the Financial Statements. During the year the Company has not entered into anytransaction with Related Parties which are not in its ordinary course of business or noton an arm's length basis and which require disclosure in this Report in terms of theprovisions of Section 188(1) of the Act.

Share Capital & Listing of Securities:-

During the financial year under review the Company has not issued: anyequity shares with differential rights as to dividend voting or otherwise; any shares toits employees under the Employees Stock Option Scheme; any Sweat Equity Shares

Internal Financial Controls:-

The Company has in place adequate internal financial controls withreference to financial statements. The Company's internal control systems includinginternal financial controls are commensurate with the nature of its business and the sizeand complexity of its operations and some are adequate and operating effectively. Thesesystems are periodically tested and no reportable material weakness in the design oroperation was observed. The Audit Committee reviews adequacy and effectiveness of theCompany's internal control system including internal financial controls.

Secretarial Standards:-

The Company complies with all applicable secretarial standards.

Acknowledgement:-

We thank our customs and bankers for their continued support during theyear. We place on record our appreciation of the contribution made by our employees at alllevels. Our consistent growth was made possible by their hard work solidaritycooperation and support. We also thank the Government of India particularly the Ministryof Commerce Ministry of Finance Ministry of Corporate Affairs The Customs and ExciseDepartments The Income tax Department and other government agencies for their supportand look forward to their continued support in the future. And we also thank for the valueadvice and supported received from the other business Associates.

By the Order of the Board
For Bharatiya Global Infomedia Limited
Sd/-
Date: 14th August 2021 Rakesh Bhatia
Place: Noida Chairman cum Managing Director

.