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Bharatiya Global Infomedia Ltd.

BSE: 533499 Sector: IT
NSE: BGLOBAL ISIN Code: INE224M01013
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VOLUME 11220
52-Week high 1.57
52-Week low 1.03
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OPEN 1.30
CLOSE 1.35
VOLUME 11220
52-Week high 1.57
52-Week low 1.03
P/E
Mkt Cap.(Rs cr) 2
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 Twentieth Fifth Director's Report togetherwith the audited Standalone & Consolidated financial Statements for the year ended 31st March 2019.

Financial Results

The Financial results of the Company for the period under review are as summarizedbelow:

(Amount in lakhs)

PARTICULARS For The Financial Year Ended 31St March 2019 For The Financial Year Ended 31St March 2019 For The Financial Year Ended 31St March 2018 For The Financial Year Ended 31St March 2018
Standalone Consolidated Standalone Consolidated
Income from operations 3850.86 3850.86 3141.31 3141.31
Other Income 13.79 15.05 3.86 5.54
Total Income 3864.66 3865.92 3145.18 3146.86
Total Expenditure 3667.15 3665.41 2923.75 2925.65
Profit before depreciation Interest tax and extraordinary items 197.51 200.51 221.43 221.21
Less: Interest 42.73 42.73 44.39 44.39
Less: Depreciation 105.24 105.46 161.95 162.18
Profit before Tax 49.54 52.31 15.08 14.63
Less: Provision for Taxation 18.50 19.28 3.02 3.02
Less: Deferred Tax (0.32) (0.32) 5.13 5.13
Less: Exceptional Items (0.19) (0.19) NIL NIL
Profit after tax and extra ordinary items for the period 31.55 33.54 6.93 6.49
Other Comprehensive Income 0.76 0.76 0.23 0.23
Total Comprehensive Income for the period 32.31 34.30 7.16 6.72

The Board of Directors hereby state that during the financial year ended on 31 stMarch 2019 Rs. Total Consolidated Revenue for the fiscal 3865.92 Lakhs andEarnings before depreciation Interest and tax are Rs. 200.51 Lakhs due to changein provision of depreciation as per Schedule II of Companies Act 2013 Profit after tax andextraordinary item is Rs. 33.54 Lakhs.

STATE OF COMPANY AFFAIRS:

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 MATTER:

SAT (Securities Appellate Tribunal) has passed the order in the matter of BharatiyaGlobal Infomedia Limited against the Company One of Promoter Director ExecutiveDirector and Ex Manager Finance dated 25th June 2019. The penalty imposed on the Companyu/s 15HA & 15HB of SEBI Act is Rs. 5 Cr. & 1 Cr. respectively. However the companyhas been filed Appeal before Supreme Court of India against the order of SAT.

The details of the objectives for IPO and its fund deployment status as on 31.03.2019and 30th September 2019 as below:

S. N. Particulars As per the Prospectus dated 16th July 2011 As per the Revision in Postal Ballot Meeting Actual Utilization Till 31st March 2019 Actual Utilization Till 30th September 2019
1 Setting up our Offices 989.60 989.60 774.80 754.80
2 Repayment of RBS Loan 269.72 293.12 293.12 293.12
3 IPO Expenses 277.36 312.85 312.85 312.85
4 Up gradation of Machinery & Assets 2204.67 1532.50 1382.5 1382.5
5 General Corporate 650.00 711.39 711.39 711.39
6 Expansion of R & D 656.73 472.75 455.99 455.99
7 Meeting Long Term Working Capital Requirement 505.00 1240.87 1035.06 1055.06
8. Cash & Escrow Bank Account & Investment ICD - - 587.37 587.37
Total 5553.08 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.

EXTRACT OF ANNUAL RETURN:

An extract of the Annual Return of the Company in prescribed form MGT-9 is annexedherewith as Annexure-1.

DIVIDEND:

No dividend is recommended for the year ended March31st 2019.

RESERVES:

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

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 the Companies Act 2013during 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.

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

A. Audit Committee:

Sl. No. Name of the Director Designation
1. Mr. Sanjay Kapoor Chairman
2. Mr. Harjit Singh Anand Member
3. Mr. Rakesh Bhatia Member

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

B. Nomination and Remuneration Committee:

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

Sl. No. Name of the Director Designation
1. Mr. Sanjay Kapoor Chairman
2. Mr. Harjit Singh Anand Member
3. Mr. Rakesh Bhatia Member

C. Stakeholder Relationship Committee:

The current composition of Stakeholder Relationship Committee is as follows:

Sl. No. Name of the Director Designation
1. Mr. Sanjay Kapoor Chairman
2. Mr. Harjit Singh Anand Member
3. Mr. Rakesh Bhatia Member

BOARD & COMMITTEE MEETINGS

The board met 6 times during the financialyear the details of which are given in theCorporate Governance Report that forms part of the Annual Report. The intervene 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.

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 2018-2019. The report of the Secretarial Auditor is attached as Annesure-2to 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 the criteria ofIndependence as provided under section 149 of the Companies Act 2013 and SEBI (ListingObligation & Disclosure Requirements) Regulations 2015.

POLICY ON DIRECTORS' APPOINTMENT / REMUNERATION OF DIRECTORS / KEY MANAGERIAL PERSONNELAND 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 to remunerationensuring:

(i) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate key managerial personnel of the quality required to run the companysuccessfully;

(ii) relation of remuneration to performance is clear and meets appropriate performancebenchmarks; and

(iii) remuneration to key managerial personnel and senior management involves a balancebetween fixed and incentive pay reflectingshort and long-term performance objectivesappropriate to the working of the Company and its goals.

STATUTORY AUDITORS

M/s Samprk Associates Chartered Accountants (Firm Registration No. 013022N) NewDelhi are being re-appointed as Statutory Auditors of the Company conclusion of thisAnnual General Meeting (AGM) to the conclusion of next Twenty-sixth Annual GeneralMeeting. The Company received confirmation that their appointment if made would bewithin the limits prescribed under section 139 of the Companies Act 2013 and also thatthey are not otherwise disqualifies within the meeting of Section 141 of the CompaniesAct 2013 for such appointment.

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

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 which forms part of theAnnual Report.

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.

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.

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 the BGIL Films Code of Conduct mechanism etc.and provides for adequate safeguards against victimization of persons who use suchmechanism and also provides direct access to the Chairperson of the Audit Committee. TheVigil Mechanism has been put up on the Company's website.

CONSERVATION OF TECHNOLOGY AND ABSORPTION

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

FOREIGN EXCHANGE EARNINGS & OUTGO

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

Particulars 31.03.2019 30.03.2018
Earning in Foreign Currency :
Sale of Software (Including exchange rate fluctuation gain) NIL NIL
Expenditure in Foreign Currency :
Purchase of Hardware Rs. 58441 NIL
Foreign Travelling NIL NIL

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 Indian Accounting Standards(Ind AS) have been followed.

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.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION 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 Redresal) Act 2013 has beennotified on 9th December 2013. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atwork place of any women employee. During the year no complaints were received by theinternal committee.

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 notreported any incident of fraud to the Audit Committee of the Company in the year underreview.

ANNUAL EVALUATION BY THE BOARD:

On the recommendation of the Nomination and Remuneration Committee the Board hasfinalized the Evaluation Process to evaluate the entire Board Committees ExecutiveDirectors and Non-Executive Directors. The method of evaluation as per the EvaluationProcess is to be done by internal assessment through a detailed questionnaire to becompleted by individual Directors. In accordance with the Companies Act and the ListingRequirements the evaluation is done once in a year after close of the year and beforethe Annual General Meeting.

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL:

No change in the constitution of Board of Directors during the year. No change in KeyManagerial Personnel during the year.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186OF THE COMPANIES ACT2013.

The particulars of the loans guarantees and investments have been disclosed inschedule…. Of the financial statements.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS:

There is no significant or material order passed by the regulators or impacting thegoing concern status and Company's operations in future

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-.

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 II (a).

DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF 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 II (b).

TRANSACTIONS WITH RELATED PARTIES PURSUANT TO SECTION 188 OF THE COMPANIES ACT 2013.

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 III. Further detailsof Related Party Transactions as required to be disclosed by Indian Accounting Standards(Ind AS) 24 on "Related Party Disclosures" specified under Companies (IndianAccounting Standards) Rules 2015 are given in the Notes to the Financial Statements.During the year the Company has not entered into any transaction with Related Partieswhich are not in its ordinary course of business or not on an arm's length basis and whichrequire disclosure in this Report in terms of the provisions of Section 188(1) of the Act.

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

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Company is not eligible to spend on CSR.

SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors (SS-1) and GeneralMeetings (SS-2).

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No significant orders have been passed by any Regulators Courts or going concernstatus and Company's operations in future.

ACKNOWLEDGMENT

We thank our customs and bankers for their continued support during the year. We placeon record our appreciation of the contribution made by our employees at all levels. Ourconsistent growth was made possible by their hard work solidarity cooperation andsupport. We also thank the Government of India particularly the Ministry of CommerceMinistry of Finance Ministry of Corporate Affairs The Customs and Excise DepartmentsThe Income tax Department and other government agencies for their support and lookforward to their continued support in the future. And we also thank for the value adviceand supported received from the other business Associates.

By the Order of the Board
For Bharatiya Global Infomedia Limited
Sd/-
Rakesh Bhatia
Place: Noida (Chairman-cum-Managing Director)
Date: 02 September 2019