Directors Report of BAG Films & Media Ltd.
Mar 31, 2018
BOARD''S REPORT
To,
The Members,
B.A.G. Films and Media Limited
The Directors have pleasure in presenting their 25th Annual Report on business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31, 2018. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
FINANCIAL RESULTS
The standalone and consolidated performance of the Company and its subsidiaries, for the year under review along with previous year figures are given hereunder:
(Rupees in Lacs)
|
Particulars |
Standalone |
Consolidated |
||
|
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
|
Total Income |
2,505.99 |
2,474.70 |
13,316.14 |
1,3761.25 |
|
Profit before Depreciation & Financial Charges |
1,529.65 |
1,556.68 |
2,787.26 |
3,286.65 |
|
Financial Charges |
757.58 |
1,068.91 |
1,384.67 |
1,634.95 |
|
Cash Profit |
772.07 |
487.77 |
1,402.59 |
1,651.70 |
|
Depreciation |
1,227.63 |
785.71 |
1,697.46 |
1,299.15 |
|
Profit before Tax |
(455.56) |
(297.94) |
(294.87) |
352.55 |
|
Provision for Tax |
(167.17) |
(35.71) |
(147.42) |
(6.42) |
|
Profit after Tax |
(288.39) |
(262.23) |
(147.45) |
358.97 |
|
Proposed Dividend |
Nil |
Nil |
Nil |
Nil |
COMPANY PERFORMANCE/ STATE OF COMPANY''S AFFAIRS
During the year under review, the Standalone total income from operation of the company is Rs. 2,505.99 lacs against Rs. 2474.70 lacs during the previous financial year. As per the Consolidated Accounts, the total income decreased from Rs. 13,761.25 lacs to Rs. 13,316.14 lacs during the year. As a strategy, we focused on cost optimizing thereby improving bottom-line. There was standalone Cash profit of Rs. 772.07 lacs as against Rs. 487.77 lacs in previous year.
On Standalone basis, loss after tax for the year slightly increased to Rs. 288.39 lacs against Rs. 262.23 lacs in Financial Year 2016-17.
BAG
BAG holds the unique distinction of producing programmes of all genres for a range of channels and audience. We maintain a strong leadership spot in the TV business with our unmatched creative production capacity to develop shows catering to a diverse set of audience. We have constantly built relationships across the news and entertainment industry which allows us to identify new avenues and markets. We will continue to focus on creating more high 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 a regular basis in the digital space.
We will also create more content for news and entertainment channels. We are also planning to produce content for digital platform such as Netflix and Hotstar.
Broadcasting
News24, a 24 hours National Hindi free to air Hindi news channel operating through its subsidiary, i.e. News24 Broadcast India Limited, has consistently maintained healthy market share in Hindi News Genre and is available throughout India on cable and DTH platforms. In the age of social media, News 24 has been able to maintain its credibility.
News24, Hindi news channel is also available throughout West Asia and the MENA Region on DU network.
E24, a 24 hours Bollywood Entertainment channel operating through its subsidiary E24 Glamour Limited, pitched as Bollywood''s channel managed to attract audience of all age groups and succeeded in creating a new genre in television entertainment.
E24, now available throughout west Asia and the MENA region on DU network has gained popularity in international market too.
Dhamaal24
FM radio station, on frequency 106.4 in the name of "Dhamaal24
- Har Khushi hai Jahan" operating through its subsidiary Skyline Radio Network Limited is now the voice of the regions and many of its shows are household names in all ten cities where it is operational i.e.Hissar, Karnal, Patiala, Ranchi, Muzaffarpur, Dhule, Jalgaon, Ahemednagar, Simla and Jabalpur.
Darshan24: Darshan24 is the new age devotional channel which has been designed for all age groups. The Channel endeavors to bring the masses close to roots of our Indian culture and its
Appointments/ Resignations of the Key Managerial Personnel
Ms. Anurradha Prasad, Chairperson cum Managing Director, Mr. Ajay Jain, Chief Financial Officer and Mr. Rajeev Parashar, Secretary of the Company are the Key Managerial Personnel as per the provisions of the Act. During the year under review, there was no change in the Key Managerial Personnel of the Company.
Directors retiring by rotation
Pursuant to provision of section 152 of the Act read with the Articles of Association of the Company, Ms. Anurradha Prasad will retire by rotation at the ensuing 25th Annual General Meeting and is eligible for re-appointment.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board. At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail.
Schedule IV of Companies Act, 2013 read with corporate governance requirements as prescribed by under the SEBI Listing Regulations mandate that annual performance evaluation of Independent Directors should be carried out by other directors to the exclusion of Directors being evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in the Annual Report. The Board approved the evaluation process results of the Company.
Meetings
The Board of Directors of your Company met 7 (seven) times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Composition of Committees of the Board of Directors
The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities which concern the Company and need a closer review. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board. The terms of reference of Board Committees are determined by the Board from time to time.
The Company''s Board has the following Committees:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Risk Management Committee
4. ESOP Compensation Committee
diverse religion in order to teach and preach the new generation our long age tradition and customs.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the financial year ended March 31, 2018.
DIVIDEND
The Directors express their inability to declare any dividend for the financial year ended March 31, 2018 on account of losses incurred during the year under review. The Company has not made any transfer to General Reserve.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
In terms of Section 125 of the Companies Act, 2013 (herein after referred as "the Act"), relevant amounts which remained unpaid or unclaimed for a period of seven years 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 Company has no any unclaimed and unpaid dividend amount for a period of seven year or more.
DIRECTORS
There are 5 (five) Directors on the Board of your Company, comprising of 3 Independent Directors, a Non-Executive Director and a Chairperson cum Managing Director (CMD).
The Board of the Company besides Ms. Anurradha Prasad, as the Chairperson cum Managing Director has 2(two) women Independent Directors, viz. Dr. Anuradha Mishra and Ms. Urmila Gupta.
Independent Directors
Definition of Independence of Directors is derived from Regulation 16 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (herein after referred as "the SEBI Listing Regulations") and Section 149(6) of the Act. The Company has received necessary declaration from Independent Directors stating that they meet the prescribed criteria of independence.
Based on the confirmation/ disclosures received from the Directors under section 149 (7) of the Act, the following Non Executive are considered as Independent Directors:
1. Dr. Anuradha Mishra
2. Ms. Urmila Gupta
3. Mr. Pankaj Chaturvedi
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairperson was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding 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 Directors of the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) and section 134(3)(a) of the Act extract of the Annual Return as on March 31, 2018 in Form No. MGT-9 is enclosed as Annexure I to this report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Your Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 134 (3) (m) of the Act read along with Companies (Accounts) Rules, 2014, regarding conservation of energy and technology absorption are not applicable.
FOREIGN EXCHANGE EARNING AND OUTGO
During the financial year 2017-18, your Company''s foreign exchange earning was nil and foreign exchange outgoings were Rs. 2,871,955.
SIGNIFICANT AND MATERIAL ORDERS
During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s
operations in future.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company had internal financial control systems, commensurate with the size and complexity of its operations, to ensure proper recording of financial and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The internal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Based on the report of the internal auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements which form part of this Annual Report.
RISK MANAGEMENT POLICY
In accordance with the requirements of the Companies Act, 2013 the Company has adopted Risk Management Policy, approved by Board and established a risk management framework to identify, mitigate and control the risk and threat.
An abridged policy on risk management has been placed on the company''s website www.bagfilms.com.
The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposits under section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
5. Nomination and Remuneration Committee
6. Securities Committee
The details of scope terms of reference, membership, composition and attendance at meetings are provided in Corporate Governance Report of this Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability confirm that:-
a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2018 and of the loss of the Company for the year ended on that date;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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) the internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
SUBSIDIARY COMPANIES
The Company has four subsidiaries as on March 31, 2018 out of which one is Wholly Owned Foreign Subsidiary. There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013.
Consolidated Financial Statements
The audited consolidated financial statements together with Auditors Report form part of the annual report. The details of basis of preparation and consideration, principle of consolidation are disclosed in Notes of Consolidated Financial Statement. Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.
Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company including the consolidated financial statements along with relevant documents and separate audited financial accounts in respect of subsidiaries, are available on the company''s website www.bagfilms.com.
AUDITORS AND AUDITORS'' REPORT Statutory Auditors
M/s. Kumar Khare & Co., Chartered Accountants (ICAI Firm Registration No 006740C), Chartered Accountants, were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting held on September 26, 2017 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.
In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.
Qualification in Auditors reports
There are no qualifications, reservations or adverse remarks made by M/s. Kumar Khare & Co., Chartered Accountants, Statutory Auditors, in their report for the financial year ended March 31, 2018.
Pursuant to provisions of section 143(12) of the Companies Act,
2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Balika Sharma & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2018.
There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in her report. The Report of the Secretarial Audit in Form No MR-3 for the financial year ended March 31, 2018 is enclosed as Annexure IV to the Board''s Report.
LISTING
The equity shares of the Company are listed with National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). There are no arrears on account of payment of listing fee to the Stock Exchanges.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements.
As per Regulation 34 of the SEBI Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from M/s. Kumar Khare & Co., Statutory Auditors, on compliance with corporate governance norms under the SEBI Listing Regulations, is annexed and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis report on your Company''s performance, industry trends and other material changes
CORPORATE SOCIAL RESPONSIBILITY POLICY
The Company believes in voluntary commitment to Corporate Social Responsibility initiatives though mandatory contribution is not yet applicable to the company. The Company shall report the same and shall submit the relevant report as and when they become applicable.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection & appointment of Directors, Senior Management and their remuneration in compliance with provisions of section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations as amended from time to time.
The Remuneration policy of the Company is a comprehensive policy which is competitive, in consonance with the industry practices. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives.
The Company''s Policy relating to appointment of Directors, payment of managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure II and forming part of the Board''s Report.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions, which is also available on the Company''s website www.bagfilms.com.
The Policy intends to ensure that proper reporting approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions entered during the year were placed before the Audit Committee for review and approval and were in Ordinary Course of the Business and at Arm''s Length basis.
The particulars of related parties transactions referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto are dis
disclosed in Form No. AOC -2 in Annexure III forming part of the Board''s Report.
VIGIL MECHANISM
The company has a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy to the Audit Committee. There is no restriction for reporting any such occurrence and all the employees have uninterrupted access for reporting their concern in confidence to the Audit Committee.
The details of the Whistle Blower Policy are posted on the website of the Company at www.bagfilms.com .
office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.
Information Required Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. No complaints were received by the committee during the year.
Material Events Occurred between the end of Financial Year to which the Financial Statement relates and the Date of the Report:
No material event has occurred between the end of Financial Year 2017-18 and the date of this Report which has effect over the financial position of the company.
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 be made available upon request. These documents will also be available for inspection during business hours at the Company''s registered office in Delhi, India. The subsidiary companies'' documents will also be available for inspection at the respective registered offices of the subsidiary companies during business hours.
ACKNOWLEDGEMENTS
Your Directors thank the Central and State Governments Departments, organizations and agencies 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, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company 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
Anurradha Prasad
Chairperson cum Managing Director
(DIN:00010716)
Place: Noida
Date: 28.05.2018
Mar 31, 2015
To,
The Members,
B.A.G. Films and Media Limited
The Directors have pleasure in presenting the 22nd Annual Report on the
business and operations of the Company together with Audited Financial
Statements for the financial year ended on March 31, 2015.
FINANCIAL RESULTS
The Company's financial performance, for the year under review
alongwith previous figures are given hereunder:
(Rupees in Lakhs)
Particulars 2014-15 2013-14
Total Income 3,237.73 5,881.45
Profit before Depreciation & 1,452.76 1,973.77
Financial Charges
Financial Charges 1,419.59 1,684.29
Cash Profit 33.59 289.48
Depreciation 1,548.71 1,157.34
Profit before Tax (1,515.11) (867.86)
Provision for Tax (261.68) (8.35)
Profit after Tax (1253.43) (859.50)
Proposed Dividend Nil Nil
RESULTS OF OPERATIONS/ STATE OF COMPANY'S AFFAIRS
During the year under review, the total income from operations of the
company was Rs. 3237.73 lacs against Rs. 5881.45 lacs during the
previous financial year. The Company recorded a net loss of Rs. 1253.43
lacs against net loss of Rs. 859.50 lacs during the previous financial
years.
Television Software:
Your Company plans to create and deliver popular, high quality
programming for catering to not only domestic but also to the demands
of international viewership and expects to earn high returns for the
stakeholders. Your Company also leveraged content creations and made
optimum use of internal resources and its infrastructure. Your company
gave significant impetus to international business regarding healthy
growth in export.
Media Education
Your Company has earned royalities for its Media education brand ISOMES
(International School of Media & Entertainment Studies). ISOMES is
offering full time graduate courses in Broadcast Journalism under the
aegis of B.A.G. Films Media Education Society Broadcasting
News24, a 24 hours National Hindi free to air Hindi news channel
operating through its subsidiary News24 Broadcast India Limited, has
consistently maintained healthy market share in Hindi News Genre News24
and is available throughout India on cable and DTH platforms.
News 24, Hindi news channel is also available throughout West Asia and
the MENA Region on DU network.
E24 a 24 hours Bollywood Entertainment channel of your Company
operating through its subsidiary E24 Glamour Limited, pitched as
Bollywood's channel managed to attract audience of all age groups and
succeeded in creating a new genre in television entertainment.
E24, now available throughout west asia and the MENA region on DU
network has gained popularity in International market too.
Darshan24: Darshan24 is the new age devotional channel which has been
designed for all age groups. The Channel endeavors to bring the masses
close to the roots of our Indian culture and its diverse religion in
order to teach and preach the new generation our long age tradition and
customs.
It is the source of all wisdom, the home of all knowledge, focusing on
the elevation and awakening of the soul, the enhancement of the power
within us. Channel is dedicated to the Indian Philosophy, Religion,
Spiritual solidarity, Culture and dissemination of the vast and
timeless knowledge of the great "Sanatana Dharma" to the people of the
world.
Radio
Your Company has 10 FM Radio stations operating in the brand name
'Dhamaal24' at 106.4 FM under its subsidiary Skyline Radio Network
Limited (formerly known as Dhamaal24 Radio Network Limited) in the
cities of Hissar, Karnal, Patiala, Shimla, Muzaffarpur, Ranchi,
Jabalpur, Jalgaon, Dhule and Ahmednagar.
106.4 FM Radio Dhamaal24 ÂHar Khushi hai Jahan is a hybrid FM Channel
bringing to the listeners life in all manifestations. Dhamaal24 is a
channel with a slice of life and approach to the infotainment &
entertainment programming.
CHANGE IN NATURE OF BUSINESS IF ANY
There was no change in the nature of Business of the Company during the
financial year ended March 31, 2015.
DIVIDEND
The Directors express their inability to declare any dividend for the
financial year ended March 31, 2015 on account of losses incurred
during the year under review. The Company has not made any transfer to
General Reserve.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Pursuant to the erstwhile provisions of Section 205A(5) and 205C of the
Companies Act, 1956, relevant amounts which remained unpaid or
unclaimed for a period of seven years have been transferred by the
Company, from time to time on or before the prescribed due dates, to
the Investor Education and Protection Fund (IEPF) established by the
Central Government.
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amounts lying with the Company as on 25.06.2014
(date of last Annual General Meeting) on the Company's website www.
bagflms.com and also on the Ministry of Corporate Afairs' website.
In terms of Section 125 of the Companies Act, 2013, unclaimed or unpaid
dividend relating to the financial year 2007-08 is due for remittance
on or before 23.10.2015 to the Investor Education and Protection Fund.
Details of transfer of funds to IEPF during the FY 2014-15 are given
herein below:-
Particulars Amount (in Rs.)
Opening Balance (01-04-2014) 210,091
Less: Transfer of Unclaimed Dividend to 77,880
IEPF
Closing Balance (31-03-2015) 132,212
DIRECTORS
There are 4 Directors on the Board of your Company, comprising of 2
Independent Directors, 1 Non-Executive Director and a Chairperson cum
Managing Director (CMD).
Women Director
Your Company is in compliance with the provisions of section 149 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement, which
prescribe the requirement of at least one Women Director on the Board
of the Company. The Board of the Company, besides Ms. Anurradha Prasad,
as the Chairperson cum Managing Director has 2(two) women Independent
Directors, viz. Dr. Anuradha Mishra and Ms. Urmila Gupta.
Independent Directors
In terms of Clause 49 of the Listing Agreement, entered into with the
Stock Exchanges and Section 149(6) of the Companies Act, 2013 and based
on the confirmation/ disclosures received from the Directors. The Board
comprises following Non- Executive Independent Directors:
1. Dr. Anuradha Mishra
2. Ms. Urmila Gupta
Declaration by Independent Directors
The Independent directors have submitted their declaration of
Independence, as required under to section 149 (7) of the Companies
Act, 2013, confirming that they meet the criteria of independence as
provided in sub section (6).
Appointments/ Resignations from the Board of Directors
Ms. Urmila Gupta was appointed as Independent Director by the Members
at the last Annual General Meeting of the Company held on 25 June 2014
for a term of 5(five) years.
Mr. Prem Behl, Independent Director of the Company resigned from the
Board with effect from November 5, 2014. The Board places on record its
appreciation for the outstanding contribution made by Mr. Behl during
his tenure as the Director of the Company.
Appointments/ Resignations of the Key Managerial Personnel
Ms. Anurradha Prasad, Chairperson cum Managing Director, Mr. Ajay Jain,
Chief Financial Officer and Mr. Rajeev Parashar, Secretary of the
Company are the Key Managerial Personnel as per the provisions of the
Companies Act, 2013. Ms. Anurradha Prasad, Chairperson cum Managing
Director and Mr. Rajeev Parashar, Secretary have been holding the
respective position of the Company before the commencement of the
Companies Act, 2013.
The Board of Directors of the Company at their meeting held on February
12, 2015 re-appointed Ms. Anurradha Prasad as Chairperson cum Managing
Director, subject to the approval of Shareholders for further period of
5(five) years with effect from April 1, 2015.
The Board of Directors of the Company at their meeting held on May 29,
2015 appointed Mr. Ajay Jain as Chief Financial Officer of the Company.
Directors Retiring by Rotation
In accordance with the provisions of the Companies Act, 2013 read with
the Articles of Association of the Company, Mr. Sudhir Shukla retires
by rotation and is eligible for re-appointment.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit Committee, Nomination &
Remuneration Committees and Stakeholders Relationship Committee .
Familiarization programmes for Board Members
The Board members are provided with necessary documents/ brochures,
reports and internal policies to enable them to familiarize with the
Company's procedures and practices.
Periodic presentations are made at the Board and Committee Meetings
thereof, on business and performance updates of the Company along with
business strategy. Detailed presentations on the Company's business
were made before the Board members as a part of familiarisation
programme for effective policy and decisions making.
Meetings
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year 4 (four) Board Meetings and 4 (four) Audit
Committee Meetings were convened and held, the details whereof are
provided in the Corporate Governance Report of this Annual Report.
The intervening gap between the Meetings was within the time limit
prescribed under the Companies Act, 2013 read with the Listing
Agreements with the Stock Exchanges.
Composition of Committees of the Board of Directors
The Board Committees play a crucial role in the governance structure of
the Company and have been constituted to deal with specific
areas/activities which concern the Company and need a closer review.
The Board Committees are set up under the formal approval of the Board
to carry out clearly defined roles which are considered to be performed
by members of the Board. The terms of reference of Board Committees are
determined by the Board from time to time.
At present there are following five Committees of the Board:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Risk Management Committee
4. ESOP Compensation Committee
5. Nomination and Remuneration Committee
In addition, the Board is also empowered to constitute specific
committees, from time to time, depending on the business exigencies,
and simultaneously dissolves such Committees, that are no longer
required. The terms of reference of the Committees are reviewed and
modified by the Board from time to time. Meetings of each Committee are
convened by the respective Committee Chairman. The Company Secretary
prepares the agenda and explanatory notes, in consultation with the
respective Committee Chairman and circulates the same in advance to all
the members. Every member is free to suggest inclusion of item(s) on
the agenda. Minutes of the Committee meetings are approved by the
respective Committee and thereafter placed before the Board. The detail
of Committees are provided in Corporate Governance Report of this
Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Companies Act,
2013, with respect to the Directors' Responsibility Statement, it is
hereby confirmed that:- a) in the preparation of the annual financial
statements for the year ended March 31, 2015, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2015 and of the loss of the Company for
the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors have prepared the annual accounts for the financial
year ended March 31, 2015 of the Company on a 'going concern' basis.
e) that proper internal financial controls are in place and that the
financial controls are adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all
applicable laws were and that such system were adequate and operating
effectively.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE
SUBSIDIARIES / ASSOCIATES/ JV
There are four subsidiary companies out of which one is Wholly Owned
Foreign Subsidiary. During the year, BAG Infotech Private Limited and
BAG Live Entertainment Limited ceased to be associates.
The Balance Sheet, Statement of Profit and Loss and other documents of
the subsidiary companies, are not being attached with the Balance Sheet
of the Company. Salient features of Financial Statements of
Subsidiaries in the prescribed format, form part of this Financial
Statements. However, the financial statements of the subsidiary
companies are available on the website of the company. The Company will
provide on demand a copy of separate annual accounts in respect of each
of its subsidiary to any shareholder of the Company who asks for it and
the said annual accounts will also be kept open for inspection at the
Registered Office of the Company and that of the respective subsidiary
companies. The Policy for determining material subsidiaries may be
accessed under Investor section on the Company's website
www.bagflms.com.
Consolidated Financial Statements
The Consolidated Financial Statements of subsidiary Companies in terms
of Section 129(3) of the Companies Act, 2013 read with Rule 6 of the
Companies (Accounts) Rules, 2014 are prepared in accordance with the
Companies relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS
27 issued by the Institute of Chartered Accountants of India form part
of this Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT- 9 is annexed herewith as Annexure I.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Your Company is not engaged in any manufacturing or processing
activity, as such particulars required to be given in terms of Section
134 (3) (m) of the Companies Act, 2013 read alongwith Companies
(Accounts) Rules, 2014, regarding conservation of energy and technology
absorption are not applicable.
During the year, your Company has incurred expenditure in foreign
currency to the extent of Rs. 5,380,347/- as against Rs. 2,303,219 in
the previous financial year 2013-2014 and earned Rs.1,328,53,055
(previous year Rs. 739,18,820).
SIGNIFICANT AND MATERIAL ORDERS
There were no significant or material orders passed by the Regulators /
Courts / Tribunals which would impact the going concern status of the
Company and its future operations.
INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls with reference to
financial statements, being examined by the management and internal
auditors with the size, scale and complexity of its operation. To
maintain its objectivity and independence, the Internal Financial Audit
functions reports to the Chairman of the Audit Committee of the Board.
During the year, no reportable material weaknesses in the design or
operation were observed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
RISK MANAGEMENT POLICY
In accordance with the requirements of the Companies Act, 2013 and
Listing Agreement towards Company has adopted Risk Management Policy,
approved by Board and established a risk management framework to
identify, mitigate and control the risk and threat. The details of
Committee and its terms of reference are set out in the Corporate
Governance Report forming part of the Board's Report.
The Company has a robust Business Risk Management (BRM) framework to
identify, evaluate business risks and opportunities. This framework
seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company's competitive advantage. The
business risk framework defines the risk management approach across the
enterprise at various levels including documentation and reporting. The
framework has different risk models which help in identifying risks
trend, exposure and potential impact analysis at a Company level as
also separately for business segments .Risk management forms an
integral part of the Company's Mid-Term Planning cycle. The key
business risks identified by the Company and its mitigation plans are
as under:
Project Risks:
The Media and Entertainment Industry is capital intensive in nature.
According to a report on M & E Industry Indian market is poised to grow
at a CAGR of 13.9 per cent, to grow from INR1026 billion in 2014 to
reach INR1964 billion by 2019, a growth rate that is almost double that
of the global media and entertainment industry. In the execution of
large projects which are highly capital intensive in nature, there
could be exposure to time and cost overruns. To mitigate these risks,
the project management team and the project accounting and governance
framework has been further strengthened.
Competition Risks:
The Media and Entertainment Industry is becoming intensely competitive
with the foray of new entrants and some of the existing players
adopting inorganic growth strategies. To mitigate this risk, the
Company is leveraging on its expertise, experience and its created
capacities to increase market share, enhance brand equity / visibility
and enlarge product portfolio and service offerings. It would also
leverage on its Infrastructure, Commercial and Institutional Sales team
to offer value to customers. The Company tapping international market
to beat local competition.
Occupational Health and Safety Risks:
Safety of employees is of utmost importance to the Company. To
reinforce the safety culture in the Company, it has identified
Occupational Health & Safety as one of its focus areas.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposit
under section 73 to 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014
CORPORATE SOCIAL RESPONSIBILITY POLICY
The Company believes in voluntary commitment Corporate Social
Responsibility initiatives, through the said provisions are not
applicable. However, once the said provisions are applicable, the
Company shall report the same in the coming years and shall submit the
relevant report on such applicability.
NOMINATION & REMUNERATION POLICY
The Company has constituted a Remuneration Committee of Directors in
compliance with provisions of the Companies Act, 1956 and Clause 49 of
the Listing Agreement as amended from time to time. During the year
under review, the nomenclature of Remuneration Committee was changed to
"Nomination and Remuneration Committee" as required under the
provisions of Section 178 of the Companies Act, 2013 and revised Clause
49 of the listing agreement (effective October 1, 2014), related to
Corporate Governance, entered into with the Stock Exchanges.
The Remuneration policy of the Company is a comprehensive policy which
is competitive, in consonance with the industry practices. The policy
ensures equality, fairness and consistency in rewarding the employees
on the basis of performance against set objectives.
The Company's Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors' qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 is furnished
in Annexure II and forms part of this Report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as
also the Board for approval. Prior omnibus approval of the Audit
Committee is obtained on a quarterly basis for the transactions which
are of a foreseen and repetitive nature. The transactions entered into
pursuant to the omnibus approval so granted are audited and a statement
giving details of all related party transactions is placed before the
Audit Committee and the Board of Directors for their approval on a
quarterly basis. In accordance with the requirements of Listing
Agreement, the Company has also adopted the Policy on Related Party
Transaction and the same has been uploaded on the website of the
company.
The particulars of every contract and arrangement entered into by the
Company with related parties referred to in sub- section (1) of section
188 of the Companies Act, 2013 including certain arm's length
transactions under third proviso thereto are disclosed in Form No. AOC
-2 in Annexure III and form part of this Report.
The details of Committee and its terms of reference are set out in the
Corporate Governance Report forming part of the Board's Report.
VIGIL MECHANISM
The Company promotes ethical behavior in all its business activities
and has put in place a mechanism for reporting illegal or unethical
behavior and to meet the objective, it has formulated a Whistle Blower
Policy to establish a vigil mechanism for Directors and employees of
the Company to report concerns about unethical behavior, actual or
suspected fraud or violation of the company's code of conduct or ethics
policy to the Audit Committee. There is no restriction for reporting
any such occurrence and all the employees have uninterrupted access for
reporting their concern in confidence to the Audit Committee.
The details of the Whistle Blower Policy are posted on the website of
the Company at www.bagflms.com .
AUDITORS AND AUDITORS' REPORT
Statutory Auditors
M/s. Joy Mukherjee & Associates, Chartered Accountants, Statutory
Auditors of the Company, hold office till the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment. The
Certificate from the Auditors have been received to the effect that
their re-appointment, if made, would be within the prescribed limits
under the Act and that they are not disqualified for re-appointment.
Qualification in Auditors reports
All observations made in the Independent Auditors' Report are self
explanatory and suitably addressed in the Notes forming part of the
Financial Statements and do not call for any further comments. The
Company is in the regime of unqualified financial statements.
The Internal Auditor directly reports to the Audit Committee.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s Balika Sharma &
Associates, a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the financial year ended March 31,
2015. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remarks. The Secretarial Audit Report for the
financial year ended March 31, 2015 is annexed herewith marked as
Annexure IV to this Report.
LISTING
The equity shares of the Company are listed with National Stock
Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE)
and *Delhi Stock Exchange Limited (DSE). There are no arrears on
account of payment of listing fee to the Stock Exchanges.
*SEBI vide its Order No. WTM/PS/45/MRD/DSA/NOV/2014 dated 18.11.2014,
has withdrawn recognition granted to DSE.
CORPORATE GOVERNANCE
The Report on Corporate Governance together with the Certificate from
Statutory Auditors of the Company regarding the Compliance of
conditions of Corporate Governance by the Company as stipulated in
Clause 49 of the Listing Agreement is annexed and forms part of the
Board Report.
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements.
The Certificates from CMD/CFO inter-alia confirming the correctness of
the financial statements, compliance with Company's Code of Conduct,
adequacy of Internal Control measures and reporting of the matters to
the Audit Committee in terms of Clause 49 of the Listing Agreement is
attached in Corporate Governance Report and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report pursuant to Clause 49 of the
Listing Agreement is provided separately and forms part of this Annual
Report.
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code)
modified from time to time as prescribed under the Listing Agreement,
applicable to Directors, Independent Directors and Senior Management
Personnel. The Code gives guidance and support needed for ethical
conduct of business and compliance of law. The Code reflects the values
of the Company. A copy of the Code has been put on the Company's
website www.bagflms.com. The Code has been circulated to Directors and
Senior Management Personnel, and its compliance is affirmed by them
annually.
The Board has laid down a Code of Conduct for all Board Members and
Senior Management of the Company in compliance with the SEBI Insider
Trading Regulation. The Securities and Exchange Board of India ("SEBI")
vide Notification No. LAD-NRO/GN/2014-15 dated 15th January, 2015 has
introduced new regulation to put in place a framework for prohibition
of insider trading in securities and to strengthen the legal framework
viz. SEBI (Prohibition of Insider Trading) Regulations, 2015.
In compliance with the SEBI Regulations, the existing Code of Conduct
which was formulated under erstwhile regulation has been replaced with
the new Code of Conduct, viz. "Code of conduct for trading by insiders"
pursuant to Regulation 9 of the SEBI Regulation. Besides, the Company
has also formulated code of fair disclosure of Unpublished Price
Sensitive Information in addition therewith pursuant to Regulation 8 of
the SEBI Regulations. These codes are applicable to Directors/officers/
connected person/designated employee of the Company and their immediate
relatives. Both these codes have been made effective retrospectively
from 15th day of May 2015.
PREFRENTIAL ALLOTMENT
Convertible Warrants
Your company issued and allotted 80,000,000 warrants, to eligible
allottees under promoter/non- promoter group company on Preferential
Basis with an option to get allotted one equity share per warrant
before expiry of eighteen months from the date of allotment, pursuant
to section 42 and 62 of the Companies Act, 2013 as per the approval
accorded by the Members of the Company at the 21st Annual General
Meeting held on June 25, 2014. In the first tranche 8,500,000 warrants
of Rs. 2/- each at a price of Rs. 3.40/- per share ("conversion price"
including a premium of Rs. 1.40/- per share) were converted into equal
number of equity shares of Rs. 2/- each during the FY 2014-15 and
listing and trading permission for these shares have been duly obtained
from the respective Stock Exchanges
The paid up Equity Share Capital as on March 31, 2015 was Rs.
357,436,180/- (including calls in arrear of Rs. 170,341/-).
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled there to,
excluding the information on employees' particulars which is available
for inspection by the Members at the registered office of the Company
during business hours on working days of the company up to the date of
the ensuing Annual General Meeting. Any member is interested in
obtaining a copy thereof, such member may write to the Company
Secretary in this regard.
The ratio of the remuneration of each Director to the median employee's
remuneration and other details in term of subsection (12) of section
197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed as part of this report at Annexure V.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thanks Central and State
Government Departments, organizations and agencies 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, depositories, consultants, dealers, banks and other business
partners for the excellent support received from them during the year.
The Directors place on record their sincere appreciation to all
employees of the Company for their unstinted commitment and continued
contribution to the Company.
For and on behalf of the Board of Directors
B.A.G. Films and Media Limited
Anurradha Prasad
Chairperson cum Managing Director
(DIN: 00010716)
Date: May 29, 2015
Place: Noida
Mar 31, 2013
To , The Members of B.A.G. Films & Media Limited
The Directors are pleased to present their 20th Annual Report on the
business and operations of the Company together with the Audited
Accounts for the fi nancial year ended March 31, 2013.
FINANCIAL RESULTS
(Rupees in Lakhs)
Particulars 2012-13 2011-12
Total Income 4,538.65 5,081.40
Profi t before Depreciation & 1,411.41 1,925.77
Financial Charges
Financial Charges 941.65 741.68
Cash Profit 469.76 1,198.44
Depreciation 1453.00 1,120.72
Profi t before Tax (983.24) 63.37
Provision for Tax (97.35) 61.71
Profi t after Tax (885.89) 1.66
Proposed Dividend Nil Nil
PERFORMANCE REVIEW
The year under review had marginal fall in revenues. The total revenue
of your company has been Rs. 4,538.65 lacs compared to Rs. 5,081.40
lacs in the previous fi nancial year. The cash profi t has shown an
decrease from Rs. 1,198.44 lakhs to Rs. 469.76 lakhs due to increase
in fi nancial charges compared to previous year.
Television Software:
Your Company developed and strengthened its client base and produced
shows for prominent channels viz. Colors, Imagine TV, Life OK and
Star. This development required investment in Capital expenditure,
which resulted in higher fi nancial cost and higher depriciation
leading to negative profi t after tax. The management is confi dent
that this investment would result into improved revenues and better
profi ts in the next fi nancial year. Your Company also leveraged
content creations and made optimum use of internal resources and its
infrastructure.
The Company in association with ''Nautanki Films Private Limited'' made a
landmark show such as ''Madhubala- ek- ishq-ek-junoon" (Madhubala) for
channel Colors and ''Sapno ke Bhawar mein'' on Life OK channel. The
Madhubala had won the "Favorite New TV Drama Award" at the People''s
Choice Award 2012 Show on Colors. It also bagged the Best Fiction Show
at the Apsara Guild Awards. During the year the Madhubala has completed
its 200 episodes. The show received excellent reviews and has been
liked across the audience for its unique concept.
Your Company plans to create and deliver popular, high- quality
programming for catering to not only domestic but also to the demands
of international viewership and expects to earn high returns for their
stakeholders.
B.A.G. Network''s production house ''Studio 24'' holds the unique
distinction of producing programs of all genres for a range of channels
and audience. Programs like Baba Aisa Var Dhundoo and Madhubala amongst
others cover a gamut of genres in producing of television programs.
Studio-24 produced programs "Sapno ke bhawar me" for television
entertainment channels Star TV. Studio-24 has set all new standards in
producing television programs. The Company continued its focus on
commissioned programs and bagged contracts from prestigious channels.
Media Education
Your Company has been providing media education through its media
school iSOMES (International School of Media & Entertainment Studies).
iSOMES is offering full time graduate courses in Broadcast Journalism.
ISOMES has its affi liation with Mahatma Gandhi University, Shilong and
offers full time Graduate & Masters courses in Broadcast Journalism.
ISOMES ITA - iSOMES has spread its wings and its franchiee in Lucknow
has witnessed healthy growth. In Mumbai the two leading schools of
Media and Performing Arts of India namely iSOMES and Indian Television
Academy have joined hands to provide a platform to empower students who
are keen to carve a niche in Acting, Singing, Dancing and Grooming. The
other courses offered by the school comprises:- - Post Graduate full
time Diploma in Broadcast Journalism
- Post Graduate full time Diploma in TV Production & Direction
- Certifi cate in Post Production & Video Editing
- Certifi cate in Camera & Lighting
- Certifi cate in Radio Production & Jockeying
- Certifi cate in Creative Writing & Scripting
- Certifi cate in Anchoring & Reporting
Broadcasting
News24, a 24 hours National Hindi free to air news channel operating
through its subsidiary News24 Broadcast India Limited has been very
well received by the audiences. It has consistently maintained approx
10% market share in Hindi News genre and is available throughout India
on cable and DTH platforms.
Programs like Aaj Ka Reporter, Kaand, Aamne Saamne, Sabse Bada Sawal,
Ek Shakhsiyat ki 50 Ansuni Kahania and Khabrein 30 Second Mein amongst
others cover a gamut of genres in news reporting and have been received
exceptionally well with the audiences across the nation.
Aaj Ka Reporter is one of the most liked program on News 24. Ek
Shakhsiyat ki 50 Ansuni Kahania has also been awarded the most
Best-Presented Popular News Show by the News Television Awards 2012.
E24: a 24 hours Bollywood Entertainment channel of your Company
operating through its subsidiary E24 Glamour Limited has also been
growing at a rapid pace and has garnered healthy channel shares.
Pitched as Bollywood''s fi rst news channel ''E24'' managed to attract
audiences of various age groups and succeeded in creating a new genre
in television entertainment and remains bollywood ka No.1 channel.
The channel has not only successfully been able to entertain its
audience but has also been educating the youth by sending important
messages and uplifting the lifestyle upto the global standard at same
time not forgetting its culture and traditions.
During the year E24 launched a slew of new shows while continuing with
its fl agship shows like Bollywood Reporter and U Me & TV, thus
strengthening its programming line- up further. There was 20 Ka Dum,
featuring 20 of the most signifi cant stories from Bollywood.
Darshan24: Darshan24 is the new age devotional channel which has been
designed for all age groups. The Channel endeavors to bring the masses
close to roots of our Indian culture and its diverse religion in order
to teach & preach the new generation our long age tradition & customs.
It is the source of all wisdom, the home of all knowledge, focusing on
the elevation and awakening of the soul, the enhancement of the power
within us. This channel is dedicated to the Indian Philosophy,
Religion, Spiritual solidarity, Culture and dissemination of the vast
and timeless knowledge of the great "Sanatana Dharma" to the people of
the world.
The programmes on this channel range from Hindu bhajans, kirtans,
aartis , aradhanas and spiritual discourses by prominent, respected
saints to Good healthy living - programs on yoga, general well being,
special educational programming highlighting ayurveda along with
documentaries on places of worship, temples, cities, on the various
festivals of India.
During the year the channel produced its programs such as Aradhana,
Mandir Darshan, Kaal Chakra, Dharma Special, Margdarshak, Sundarkand.
Kaal Chakra, Sanjeevani and Aradhana is a popular show which manage to
attract audience of various age groups.
Radio
Your Company has 10 FM Radio stations operated with the brand name
''Dhamaal24'' at 106.4 FM under its subsidiary
Dhamaal24 Radio Network Limited (formerly known as B.A.G. Infotainment
Limited) in the cities of Hissar, Karnal, Patiala, Shimla, Muzaffarpur,
Ranchi, Jabalpur, Jalgaon, Dhule and Ahmednagar.
106.4 FM Radio Dhamaal24 Â Har Khushi hai Jahan is a hybrid FM Channel
bringing to the listeners life in all manifestations. Dhamaal24 is a
channel with a slice of life and approach to the infotainment &
entertainment programming. Riding on the vast reservoir of talent and
human resource, Dhamaal24''s programming ideology is based on extensive
research, demographic understanding and strategic planning in
synchronization with sales requirements. All out efforts are made to
establish Dhamaal24 a brand with great recall value. Various
programming are purposely aligned for maximum listenership. Our content
entices are our regional listeners.
Your Company has also revamped and changed the look of its radio
station ''Dhamaal24'' with revitalized, novel and popular shows like
MorningPur, Gossip Mohalla, Sumiran, Dharma Yaatra, Jhumri Talaiya,
Aamne-Saamne, Har Khushi Hai Jahan, Taka Tak Morning, Chughliyan, Velle
Hum Velle Tum, Bolymal, Bumper Bachake , Back to Back, Reel Ki Real
Life and Star Track are aired on Dhamaal24 keeping the regional fl avor
in each of its programmes offered to its listeners.
DIVIDEND
The Directors express their inability to declare any dividend for the
fi nancial year ended March 31, 2013 on account of losses during the
year under review. The Company has not made any transfer to General
Reserve.
Pursuant to the provisions of section 205A(5) of the Companies Act,
1956, dividend for the fi nancial year 2005- 06 which remains unpaid or
unclaimed for a period of 7 years, shall be transferred by the Company
to the Investors'' Education and Protection Fund (IEPF).
DIRECTORS
During the year, Mr. Rajiv Shankar, Non-Executive Director resigned
from the Board of the Company with effect from November 09, 2012. Ms.
Ragini Kumar, Non-Executive Independent Director and Mr. Sudhir Shukla,
were appointed as Non-Executive Director on the Board of the Company
with effect from May 30, 2012 and February 13, 2013 respectively.
In terms of Article 89 of Articles of Associations of the Company and
pursuant to section 256 of the Companies Act, 1956, Mr. Prem Behl,
liable to retire by rotation at the ensuing Annual General Meeting and
being eligible, has offered himself for re-appointment in terms of the
provisions of the Articles of Association of the Company. The above
re-appointment forms part of the Notice of the 20th Annual General
Meeting and the relevant resolution are recommended for your approval.
Mr. Sudhir Shukla was appointed as Additional Director of the Company
on February 13, 2013 to hold offi ce up to the conclusion of the
ensuing Annual General Meeting. The Company has received notice along
with requisite fee under Section 257 of the Companies Act, 1956 from
Member proposing the appointment of Mr. Sudhir Shukla as Non- Executive
Director of the Company. The Board recommends his appointment as
Director, liable to retire by rotation.
Brief profi le of the Directors who are to be appointed/re- appointed,
nature of their expertise in specifi c functional areas, names of
companies in which they hold the membership of the Board of Directors
or committee thereof, chairmanship of the Board, their shareholding
etc. as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges, are furnished in the notice of the ensuing Annual
General Meeting and in the section on Corporate Governance in the
Annual Report elsewhere.
Your Directors recommended their appointment/re- appointment at the
ensuing Annual General Meeting.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed chapter on "Management Discussion and Analysis Report"
pursuant to clause 49 of the Listing Agreement is given separately in
the other part of the Annual Report.
CORPORATE GOVERNANCE
The Company believes that the essence of Corporate Governance lies in
the phrase "Your Company". It is "Your" Company because it belongs to
you- ''the Shareholders''. The Chairperson and Directors are "Your" fi
duciaries and trustees. Their objective is to take the business forward
in such a way that it maximizes "Your" long term value. Your Company is
committed to benchmark itself with global standards in all areas
including highest standards of Good Corporate Governance. Besides
adhering to the prescribed Corporate Governance practices as per clause
49 of the Listing Agreement, the company also endeavors to share
information with its stakeholders openly and transparently on matters
which have a bearing on its economic and reputational interest.
A certifi cate from Statutory Auditors of the Company regarding the
compliance of the conditions of Corporate Governance by the Company as
stipulated under Clause 49 of the Listing Agreement is also attached to
this Report.
Certifi cate from CFO/VP Finance inter alia confi rming the correctness
of the fi nancial statements, compliance with Company''s Code of
Conduct, adequacy of the Internal Control measures and reporting of
matters to the Audit Committee in terms of clause 49 of the Listing
Agreement with the Stock Exchanges, is attached in Corporate Governance
Report and forms part of this Report.
CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board Members and
Senior Management of the Company. The
Code of Conduct has been posted on the Company''s website.
Board Members and Senior Management personnel have affi rmed compliance
with the Code and a separate declaration to this effect is annexed to
the Corporate Governance Report.
CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES
During the year the Company has allotted 5,000,000 equity shares by
conversion of 5,000,000 equity warrants on April 05, 2012 to M/s ARVR
Communications Private Limited. These shares were allotted and
admitted for trading in NSE, BSE and DSE.
The shares of your company continue to be listed on National Stock
Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE)
and Delhi Stock Exchange Limited (DSE).
FIXED DEPOSITS
During the year under review, the Company has not accepted any deposit
under Section 58A and Section 58AA of the Companies Act, 1956 read with
Companies (Acceptance of Deposits) Rules, 1975.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to the Directors'' Responsibility Statement, the
Directors of the Company hereby state and confi rm- 1. That in
preparation of the accounts for the fi nancial year ended March 31,
2013, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;
2. That the Directors have selected accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the fi nancial year and of profi t and
loss of the Company for that year;
3. That the Directors have taken proper and suffi cient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the accounts for the fi nancial year ended March 31, 2013 have
been prepared on a "going concern" basis.
SUBSIDIARY COMPANIES
As per Section 212 of the Companies Act, 1956, we are required to
attach the Balance Sheet, Statement of Profi t and Loss and other
documents of our subsidiaries. The Ministry of Corporate Affairs,
Government of India (MCA) vide its Circular No. 2/2011 dated
08.02.2013, has approved an exemption to companies from complying with
Section 212, provided such companies publish the audited consolidated
fi nancial statements in the Annual Report. Accordingly, the Annual
Report 2012-13 contains such fi nancial statements of subsidiaries. A
statement pursuant to section 212 of the Companies Act, 1956 for
summery fi nancial performance of Subsidiary Companies is attached to
this report. The audited fi nancial statement and related information
of our subsidiaries will be made available on our website, www.bagfi
lms.com. The documents will also available for inspection during
business hours at our registered offi ce.
The Company is presenting consolidated accounts of its subsidiary
companies prepared in accordance with Indian Generally Accepted
Accounting Practices (GAAP) and the same are attached herewith.
There has been no change in the nature of business of the company and
any of its subsidiary companies during the year.
PREFERENTIAL ALLOTMENT
Convertible Equity Warrants
Your company had issued 5,000,000 convertible equity warrants pursuant
to section 81(1A) of the Companies Act, 1956 as per the approval
accorded by the Members of the Company at the 17th Annual General
Meeting dated September 4, 2010 to M/s ARVR Communications Private
Limited, a promoter group company on preferential basis with an option
to get allotted one equity share per warrant before expiry of eighteen
months from the date of allotment. The Company has allotted these
5,000,000 equity shares by conversion of 5,000,000 equity warrants on
April 05, 2012 to M/s ARVR Communications Private Limited.
Employee Stock Option Scheme (ESOPS)
Pursuant to the Special Resolution passed by the Members at an
Extra-Ordinary General Meeting held on February 13, 2007 and in
principle approval from the Stock Exchanges, your Company has
implemented an Employees Stock Option Scheme ("the BAG ESOP Scheme") to
reward the employees of the Company and its subsidiaries for their
performance and association with the Company and also to motivate them
to contribute to the growth and profi tability of the Company, whereby
the Company planned to grant up to 10,000,000 options to eligible
employees. In the fi nancial year 2008-09 company granted 1,150,000
options to the eligible employees. Each option was exercisable for one
equity share at a price of Rs. 13/- each fully paid up on payment to
the Company on completion of vesting period as per the above
scheme.(Price revised to Rs. 3/- per share under the approval of the
members of the Company at Annual General Meeting dated September 04,
2010). Out of 1,150,000 options, 405,000 options are converted till
date.
The applicable disclosures as stipulated under the SEBI (Employees
Stock Options Scheme and Employees Purchase
Scheme) Guidelines, 1999 as at March 31, 2013 are annexed herewith as
Annexure I and forms part of this report.
STATUTORY AUDITORS
M/s Joy Mukherjee & Associates, Chartered Accountants, Statutory
Auditors of the Company, bearing Firm Registration No. 006792C, retire
at the ensuing Annual General Meeting, and being eligible, offer
themselves for re- appointment. The Company has received a certifi cate
from them to the effect that their re-appointment, if made, would be
within the prescribed limits under section 224(1B) of the Companies
Act, 1956 and that they are not disqualifi ed for such re-appointment
within the meaning of section 226 of the Companies Act, 1956.
AUDITORS'' REPORT
All observations made in the Independent Auditors'' Report and notes to
the accounts are self explanatory and do not call for any further
comments under section 217 of the Companies Act, 1956.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The Company has, during the year under review, transferred a sum of Rs.
1,80,801.40 to Investor Education Protection Fund, in compliance with
the provisions of section 205C of the Companies Act, 1956. The said
amount represents dividend for the year 2004-05 which remained
unclaimed by the shareholders of the Company for a period exceeding 7
years from its due date of payment.
HUMAN RESOURCES
Your Directors would like to place on record their deep appreciation of
all employees for rendering quality services and to every constituent
of the Company be its viewers, producers, regulatory agencies,
creditors or shareholders. The unstinting efforts of the employees
have enabled your company to remain in the forefront of media and
entertainment business.
PARTICULARS OF EMPLOYEES
Information as per section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 as amended from time
to time, forms part of this Report. However, as per the provision of
section 219(1) (b) (iv) of the Companies Act, 1956 the Report and
Accounts are being sent to all the members excluding the statement
containing the particulars of employees to be provided under section
217(2A) of the Companies Act, 1956. Any member interested in obtaining
such particulars may inspect the same at the Registered Offi ce or
Corporate Offi ce of the Company or write to the Company Secretary for
a copy.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Your Company is not engaged in any manufacturing or processing
activity, as such particulars required to be given in terms of Section
217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
regarding conservation of energy and technology absorption are not
applicable.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year, your Company has incurred expenditure in foreign
currency to the extent of Rs. 28,36,348 as against Rs. 26,77,925 in the
previous fi nancial year 2011-2011.2
Foreign Exchange earnings during the year and in the previous fi
nancial year 2011-2012 were NIL.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their deep gratitude to
the viewers, producers, vendors, investors and
banks for their continued support during the year. Your Directors also
wish to place on record their appreciation for the dedicated services
rendered by the employees of the Company at all levels, who, through
their competence, hard work, solidarity, cooperation and support, have
enabled the company to achieve consistent growth.
Your Directors recognize and appreciate the efforts and hard work of
all employees of the Company and their continued contribution to its
progress.
For and on behalf of the Board of Directors
Anurradha Prasad
Place : Noida Chairperson cum
Date : May 30, 2013 Managing Director
Mar 31, 2011
The Members,
B.A.G. Films & Media Limited
The Directors are pleased to present their 18th Annual Report on the
business and operations of the Company together with the Audited
Statement of Accounts for the financial year ended March 31, 2011.
FINANCIAL RESULTS
(Rupees in Lacs )
Particulars 2010-11 2009-10
Total Income 4749.52 3996.79
Profit before Depreciation
and Financial Charges 1228.18 1194.82
Financial Charges 302.11 125.85
Cash Profit 946.27 1089.18
Depreciation 822.29 1010.75
Profit before Tax 103.77 58.22
Provision for Tax 101.95 53.99
Profit after Tax 1.82 4.23
Proposed Dividend (%) NIL NIL
PERFORMANCE REVIEW
During the year under review, the revenues of the Company improved new
programming was introduced keeping in mind the changing tastes of the
audience. During the financial year under review the total revenue of
your company has been Rs. 4749.52 lacs compared to Rs. 3996.79 lacs
previous year. Profit before tax improved from 58.22 lacs to 103.77
lacs through cash profit decreased from 1089.18 lacs to 946.27 lacs.
Your Company developed and strengthened its client base and produced
shows for prominent channels viz. NGC, Fox History, Colors and Imagine
TV apart from Star Plus and Star Suvarna .
Your Company leveraged content creations and did programming for its
subsidiaries and thus made optimum use of internal sources and its
infrastructure.
The Company continued its focus on commissioned programmes and bagged
cotracts from prestigious channels. Your Company also produced
documentary films for various State Authorities and private
organizations including Ministry of External Affairs. The Company also
plans to focus on sponsored programmes.
Television Software:
The content business holds the unique distinction of producing
programmes across genre for a range of channels. 'Luteri Dulhan' is
running successfully on Imazine and gaining on GRPs. Various other
programmes such as India Investigates aired on NGC Fox History was
applauded by its viewers.
iSOMES
Your Company has been providing media education through its media
school iSOMES (International School of Media & Entertainment Studies)
in collaboration with Missouri School of Journalism, U.S.A. iSOMES
also has a Memorandum of Understanding with FTII, Pune for exchange of
curricula and faculty wherein the students of both the institutes
benefits immensely. iSOMES is offering full time graduate courses in
Broadcast Journalism.
During the year Media Fest24 "Manthan" a three days media festival
organized by iSOMES ended with great fervor and zeal. The Company has
big plans to expand the media education by reaching out to other States
of India through franchisee model. One such branch opened in Lucknow
last year has already shown a good response.
DIVIDEND
The Directors are of the view that resources of the Company need to be
conserved for its future growth plans and hence do not recommend any
dividend for the financial year ended March 31, 2011.
Broadcasting
News24, a 24 hours National Hindi free to air News channel operating
through its subsidiary B.A.G. Newsline Network Limited has been very
well received by the audiences. It has consistently maintained around
7% market share and is available throughout India on cable and DTH
platforms.
The performance of the channel has improved greatly. The revenues
increased by 48.41% during the year under review.
'E24' a 24 hours Bollywood Entertainment channel of your Company
operating through its subsidiary B.A.G. Glamour Limited has also been
growing at a rapid pace and has garnered healthy channel shares.
Pitched as Bollywood's No.1 Channel, 'E24' has managed to attract
audiences of various age groups and succeeded in creating a new genre
in television entertainment. The Channel has given tough competition to
its rivals and has made its presence felt in the music and
entertainment sector.
The revenue of the channel saw an increase of 49.07% and losses were
reduced by 92.16% year on year.
Radio
Your Company has 10 FM Radio stations operated under the brand name
'Dhamaal24' at 106.4 FM under its subsidiary B.A.G. Infotainment
Limited in the cities of Hissar, Karnal, Patiala, Shimla, Muzaffarpur,
Ranchi, Jabalpur, Jalgaon, Dhule and Ahmadnagar.
The response of the listeners has been extremely encouraging and our
programming has a distinct edge over its competitors. The radio station
has gone under major revamp including the re-styling and also the re-
programming of all shows. Various new shows have been launched
considering the demand & taste of masses which are more appealing and
hence are bound to gain more listeners.
The performance of the radio operations has improved greatly. The
revenues increased by 150.84% during the year under review and losses
were reduced by 98.69% year on year.
DIRECTORS
Pursuant to section 256 of the Companies Act, 1956, and Articles of
Association of the Company, Mr.Bhupindar Singh and Mr. Prem Behl,
liable to retire by rotation at the ensuing Annual General Meeting and
they being eligible, have offered themselves for re-appointment. The
above re-appointments form part of the Notice of the 18th Annual
General Meeting and the relevant resolutions are recommended for your
approval.
Brief profile of the above Directors, nature of their expertise in
specific functional areas and names of companies in which they hold the
directorship and the membership/ chairmanship of committees of the
Board, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges, are given in the section on Corporate Governance in
the Annual Report elsewhere.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed chapter on "Management Discussion and Analysis Report"
pursuant to clause 49 of the Listing Agreement is given elsewhere in
the Annual Report separately.
CORPORATE GOVERNANCE
The Company believes that the essence of Corporate Governance lies in
the phrase "Your Company". It is "Your" Company because it belongs to
you- the Shareholders. The Chairperson and Directors are "Your"
fiduciaries and trustees. Their objective is to take the business
forward in such a way that it maximizes "Your" long term value. Your
Company is committed to benchmark itself with global standards in all
areas including appropriate standards for Good Corporate Governance.
Towards this end, an effective Corporate Governance System has been put
in place in the Company, which also ensures that the provisions of
revised Clause 49 of the Listing Agreement are duly complied with. The
company also endeavours to share information with its stakeholders
openly and transparently on matters which have a bearing on their
economic and reputational interest.
A certificate from Statutory Auditors of the Company regarding the
compliance of the conditions of Corporate Governance by the Company
stipulated under Clause 49 of the Listing Agreement is also attached to
this Report.
CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board Members and
Senior Management of the Company. The Code of Conduct has been posted
on the Company's website.
Board Members and Senior Management personnel have affirmed compliance
with the Code and a separate declaration to this effect is annexed to
the Corporate Governance Report.
LISTING
The shares of your Company continue to be listed on National Stock
Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE)
and Delhi Stock Exchange Limited (DSE). Global Depository Receipts are
listed on the Stock Exchange at Luxembourg.
FIXED DEPOSITS
During the year under review, the Company has not accepted any deposit
under Section 58A and Section 58AA of the Companies Act, 1956 read with
Companies (Acceptance of Deposits) Rules, 1975.
DIRECTOR'S RESPONSIBILITY STATEMENT
As required under section 217(2AA) of the Companies Act, 1956, the
Directors of the Company hereby state and confirm-
1. That in
preparation of the accounts for the financial year ended March 31,
2011, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;
2. That the Directors have selected accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of profit and loss
of the Company for that year;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the accounts for the financial year ended March 31, 2011 have
been prepared on a "going concern" basis.
SUBSIDIARY COMPANIES
As required under the provisions of Section 212 of the Companies Act,
1956, the audited accounts together with Directors' Report and
Auditors' Report of its subsidiary companies, B.A.G. Infotainment
Limited, B.A.G. Glamour Limited and B.A.G. Newsline Network Limited are
appended and form part of the Annual Report. The statement pursuant to
Section 212 of the Companies Act, 1956 is attached. The Company has one
more subsidiary namely B.A.G. Animation Private Limited. The B.A.G.
Animation Private Limited is immaterial to the group by virtue of
insignificant investment as a whole and nil turnover hence not included
in the Consolidated Financial Statement as per the Accounting
Standard-21.
As required by Accounting Standard-21 issued by the Institute of
Chartered Accountants of India, the financial statements of the Company
reflecting the Consolidation of the Accounts of its subsidiary
companies to the extent of its equity holding are included in this
Annual Report.
The Company is presenting consolidated accounts of its subsidiary
companies prepared in accordance with Indian Generally Accepted
Accounting Practices (GAAP) and the same are attached herewith. The
accounts of the subsidiary companies have been separately audited as
per Generally Accepted Accounting Principles/ Practices.
During the year a wholly owned foreign subsidiary company has been
registered in the United Arab Emirates with the name of ÃB.A.G. Network
Limitedà on March 27, 2011 with a view to expansion in International
Market.
PREFRENTIAL ALLOTMENT
Convertible Equity Warrants
Your company had issued and allotted 15,000,000 convertible equity
warrants pursuant to section 81(1A) of the Companies Act, 1956 as per
the approval accorded by the Members of the Company at the Annual
General Meeting dated August 29, 2009 to ARVR Communications Private
Limited a promoter group company on preferential basis with an option
to get allotted one equity share per equity warrant before expiry of
eighteen months from the date of allotment. These equity warrants were
converted into equity shares in two tranches of 7,140,000 warrants and
7,860,000 warrants. Under the first tranche 7,140,000 equity shares
had been converted into equity shares on November 28, 2009 and were
listed for trading on the Stock Exchanges. In the second tranche
remaining 7.860,000 equity warrants were converted into equity shares
in the financial year 2010-11 on March 31, 2011 and were listed for
trading on all the Stock Exchanges.
Your Company also issued and allotted fresh 5,000,000 convertible
warrants pursuant to Section 81(1A) of the Companies Act, 1956 as per
the approval accorded by the Members of the Company at the Annual
General Meeting dated September 04, 2010 to ARVR Communications Private
Limited. a promoter group company on preferential basis with an option
to get allotted one equity share per equity warrant before expiry of
eighteen months from the date of allotment. The said shares have not
been converted into equity shares till date.
EMPLOYEE STOCK OPTION SCHEME (ESOP)
Pursuant to the Special Resolution passed by the Members at the
Extra-Ordinary General Meeting held on February 13, 2007 and in
principle approval from the Stock Exchanges, your Company has
implemented an Employees Stock Option Scheme ("the BAG ESOP Scheme") to
reward the employees of the Company and its subsidiaries for their
performance and association with the Company and also to motivate them
to contribute to the growth and profitability of the Company, whereby
the Company planned to grant up to 10,000,000 options to eligible
employees. In the financial year 2008-09 company had granted 1,150,000
options to the eligible employees. Each option was exercisable for one
equity share at a price of Rs. 13/- each fully paid up on payment to
the Company on completion of vesting period as per the above scheme.
(Price revised to Rs. 3/- per share under the approval of the members
of the company at Annual General Meeting dated September 04, 2010)
During the year under review out of 1,150,000 options 165,000 options
were converted into equity shares. Out of 1,150,000 options 270,000
options are converted during the end of financial year 2010-2011.
The applicable disclosures as stipulated under the SEBI (Employees
Stock Options Scheme and Employees Purchase Scheme) Guidelines, 1999 as
at March 31, 2011 are annexed herewith as Annexure I and forms part of
this report.
AUDITORS
M/s Joy Mukherjee & Associates, Chartered Accountants, Statutory
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting, and being eligible, offer themselves for
reappointment. The company has received a certificate from the auditors
to the effect that their re-appointment, if made, would be within the
prescribed limits under section 224(1B) of the Companies Act, 1956.
AUDITORS' REPORT
All observations made in the Auditors' Report and notes to the accounts
are self explanatory and do not call for any further comments under
section 217 of the Companies Act, 1956.
HUMAN RESOURCE
Your Directors would like to place on record their deep appreciation of
all employees for rendering quality services to every constituent of
the company be its viewers, producers, regulatory agencies, creditors
or shareholders. The unstinting efforts of the employees have enabled
your company to remain in the forefront of media and entertainment
business.
PERSONNEL
Particulars of the employees as required to be disclosed under section
217(2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975 as amended form part of this report and are
stated in Annexure- II.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Your Company is not engaged in any manufacturing or processing
activity, as such particulars required to be given in terms of Section
217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
regarding conservation of energy and technology absorption are not
applicable.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year, your Company has incurred expenditure in foreign
currency to the extent of Rs. 58,58,318 as against Rs. 10,054,749 in
the previous financial year 2009-2010.
Foreign Exchange earnings during the year and in the previous financial
year 2009-2010 were NIL.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their deep gratitude to
the viewers, producers, vendors, investors and banks for their
continued support during the year. Your Directors also wish to place on
record their appreciation for the dedicated services rendered by the
employees of the Company at all levels, who, through their competence,
hard work, solidarity, cooperation and support, have enabled the
company to achieve consistent growth. Our consistent growth was made
possible by their hard work, solidarity, cooperation and support.
For and on behalf of the Board of Directors
Anurradha Prasad
Chairperson cum
Managing Director
Place: Noida
Date : May 30, 2011
Mar 31, 2010
The Directors are pleased to present their 17th Annual Report on the
business and operations of the Company together with the Audited
Statement of Accounts for the financial year ended March 31, 2010.
FINANCIAL RESULTS
(Rupees in Lacs)
Particulars 2009-10 2008-09
Total Income 3996.79 6079.88
Profit before depreciation
and financial charges 1194.82 1640.79
Financial charges 125.85 51.09
Cash Profit 1089.18 1642.19
Depreciation 1010.75 1296.70
Profit before Tax 58.22 292.99
Provision for Tax 53.99 142.34
Profit after Tax 4.23 150.64
Proposed Dividend (%) NIL NIL
PERFORMANCE REVIEW
During the year under review, your Company went through the
transformation phase. Many of the most popular shows discontinued in
the previous year and altogether new programming was introduced keeping
in mind the changing tastes of the audience. This period saw the
phasing out of old shows and creation of fresh shows based on newly
ideated content, where development activity took primacy over marketing
and sales. Owing to this and an urge to create new and innovative
software, your Company saw a dip in revenues. During the financial year
under review the total revenue of your Company has been Rs. 3996.79
Lacs compared to Rs. 6079.88 Lacs previous year. Cash profit has been
Rs. 1089.18 Lacs as compared to Rs. 1642.19 Lacs previous year.
Television Software:
The content business holds the unique distinction of producing
programmes across genre for a range of channels. Ganga-Agni Pariksha
Jeevan ki is running successfully on Colors and gaining on TRPs. With
prestigious contracts in hand, and a few more programmes lined up for
launch, Studio24 seems poised for a very healthy financial year. A
daily fiction show based on DevGanga story is scheduled to be released
on Star Suvarna in Kannada. However we are confident of leading the
recovery this year. While the medium to long-term outlook remains very
strong, there is a sense of caution that has set into the industry in
recent times owing to the global economic slowdown. However, empirical
data suggests that television consumption increases during recessionary
periods and the cable industry is often much lesser affected as
compared to other cyclical categories. Our belief is that the
challenges posed by these times would see the emergence
of new business models and would lead media companies to change,
innovate and re-examine their existing strategy.
iSOMES
Your Company has been providing media education through its media
school iSOMES (International School of Media & Entertainment Studies)
in collaboration with Missouri School, U.S.A. iSOMES also entered into
a Memorandum of Understanding with FTII, Pune for exchange of curricula
and faculty wherein the students of both the institutes have benefited
immensely.
iSOMES is now affiliated to the Guru Jambeshwar University, Hissar and
offers full time graduate courses in Broadcast Journalism. We are also
planning to expand the media education by reaching out to other states
of India through franchisee model. One such branch has recently been
inaugurated in Lucknow. The revenues from iSOMES have shown healthy
improvement during this financial year.
DIVIDEND
The Directors are of the view that resources of the Company need to be
conserved for its future growth plans and hence do not recommend any
dividend for the financial year ended March 31, 2010.
Broadcasting
News24, a 24 hours National Hindi free to air news channel which was
launched by your Company through its subsidiary B.A.G. Newsline Network
Limited has been very well received by the audiences. It has
consistently maintained around 7% market share and is available
throughout India on cable and DTH platforms.
The performance of the channel has improved greatly. The revenues
increased by 55.49 % during the year under review and the losses were
reduced substantially by 55.58 % year on year.
E24 a 24 hours Bollywood Entertainment channel of your Company
launched through its subsidiary B.A.G. Glamour Limited has also been
growing at a rapid pace and has garnered healthy channel shares.
Pitched as Bollywoods first news channel, E24 managed to attract
audiences of various age groups and succeeded in creating a new genre
in television entertainment.
The revenue of the channel saw a significant increase of 184.37% and
losses were reduced by 60.53% year on year.
Radio
Your Company has 10 FM Radio licenses by the name of DHAMAAL24 at 106.4
FM through its subsidiary B.A.G. Infotainment Limited in the cities of
Hissar, Karnal, Patiala, Shimla, Muzaffarpur, Ranchi, Jabalpur,
Jalgaon, Dhule and Ahmadnagar. All the stations have become operational
during the period under review. The response of the listeners has been
extremely encouraging and our programming has a distinct edge over its
competitors. The revenue curve has seen an upward trend in comparison
to previous years and we have been able to cut down on losses. The
revenue saw an increase of 29.75% and losses were reduced by 20.59%
year on year.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956, and
Articles of Association of the Company, Mr. Rajeev Shankar and Dr.
Anuradha Mishra, liable to retire by rotation at the ensuing Annual
General Meeting and they being eligible, have offered themselves for
re-appointment. Your Board of Directors recommends their
re-appointment.
Brief resume of the above Directors, nature of their expertise in
specific functional areas and names of companies in which they hold the
directorship and the membership/ chairmanship of committees of the
Board, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges, are given in the section on Corporate Governance in
the Annual Report elsewhere.
Mr. Nalin Satyakam Kohli on the Board of your Company resigned from the
Directorship with effect from January 30, 2010. The Board places on
record its sincere appreciation of the active involvement and support
of Mr. Nalin Satyakam Kohli during his tenure.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed chapter on "Management Discussion and Analysis Report"
pursuant to clause 49 of the Listing Agreement is given elsewhere in
the Annual Report separately.
CORPORATE GOVERNANCE
Your Company believes that the essence of Corporate Governance lies in
the phrase "Your Company". It is "Your" Company because it belongs to
you- the Shareholders. The Chairperson and Directors are "Your"
fiduciaries and trustees. Their objective is to take the business
forward in such a way that it maximizes "Your" long term value. Your
Company is committed to benchmark itself with global standards in all
areas including appropriate standards for Good Corporate Governance.
Towards this end, an effective Corporate Governance System has been put
in place in the Company, which also ensures that the provisions of
revised Clause 49 of the Listing Agreement are duly complied with. A
report on Corporate Governance along with Auditors Certificate on its
compliance is annexed hereto.
CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board Members and
Senior Management of the Company. The Code of Conduct has been posted
on the Companys website.
Board Members and Senior Management personnel have affirmed compliance
with the Code and a separate declaration to this effect is annexed to
the Corporate Governance Report.
LISTING
The shares of your Company continue to be listed on National Stock
Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE)
and Delhi Stock Exchange Limited (DSE). Global Depository Receipts are
listed on the Stock Exchange at Luxembourg. The Annual Listing fee
for the Financial Year 2010-2011 has already been paid to all the above
Stock Exchanges.
FIXED DEPOSITS
During the year under review, the Company has not accepted any deposit
under Section 58A and Section 58AA of the Companies Act, 1956 read with
Companies (Acceptance of Deposits) Rules, 1975.
DIRECTORS RESPONSIBILITY STATEMENT
As required under section 217(2AA) of the Companies Act, 1956, the
Directors of the Company hereby state and confirm- 1. That in
preparation of the accounts for the financial year ended March 31,
2010, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;
2. That the Directors have selected accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of profit and loss
of the Company for that year;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the accounts for the financial year ended March 31, 2010 have
been prepared on a "going concern" basis.
SUBSIDIARY COMPANIES
As required under the provisions of Section 212 of the Companies Act,
1956, the audited accounts together with Directors Report and
Auditors Report of its subsidiary companies, B.A.G. Infotainment
Limited, B.A.G. Glamour Limited and B.A.G. Newsline Network Limited are
appended and form part of the Annual Report. The statement pursuant to
Section 212 of the Companies Act, 1956 is attached. The Company has one
more subsidiary namely B.A.G. Animation Private Limited. The subsidiary
is immaterial to the group by virtue of insignificant investment as a
whole and nil turnover hence not included in the Consolidated Financial
Statement as per the Accounting Standard-21.
As required by Accounting Standard-21 issued by the Institute of
Chartered Accountants of India, the financial statements of the Company
reflecting the Consolidation of the Accounts of its subsidiary
companies to the extent of its equity holding are included in this
Annual Report.
The Company is presenting consolidated accounts of its subsidiary
companies prepared in accordance with Indian Generally Accepted
Accounting Practices (GAAP) and the same are attached herewith. The
accounts of the subsidiary companies have been separately audited as
per Generally Accepted Accounting Principles/ Practices.
PREFRENTIAL ALLOTMENT
Convertible Equity Warrants
During the year under review your Company had issued and allotted
15,000,000 convertible warrants pursuant to Section 81(1A) of the
Companies Act, 1956 as per the approval accorded by the Members of the
Company at the Annual General Meeting dated August 26, 2009 to M/s ARVR
Communications Private Limited (Formerly known as Anu Films and
Communications Private Limited), a promoter group Company on
Preferential basis with an option to get allotted one equity share per
equity warrant before expiry of eighteen months from the date of
allotment.
Under the first trench 7,140,000 warrants have been converted into
equity shares in the financial year 2009-10 on November 28, 2009 at a
price of Rs. 17.30 per shares including a premium of Rs. 15.30 per
share and were listed for trading on all the Stock Exchanges where the
shares of the Company are listed.
GLOBAL DEPOSITORY RECEIPT (GDR):
In order to augment long- term resources to strengthen financial
position and to meet growth objectives, the Company had allotted
3,700,000 Global Depository Receipts (GDRs) at an offer price of US $
4.71 per GDR and successfully listed on the Luxembourg Stock Exchange
on February 15, 2010. The Company had raised US $ 17,427,000 through
GDR issue. The Company issued 37,000,000 underlying Equity Shares of
Re. 2/- each against the said GDRs in the ratio of 1:10 (for 1 GDR to
10 underlying Equity Shares) in favour of BNY Mellon the Custodian of
GDRs.
EMPLOYEE STOCK OPTION SCHEME (ESOP)
Pursuant to the Special Resolution passed by the Members at the
Extra-Ordinary General Meeting held on February 13, 2007 and in
principle approval from the Stock Exchanges, your Company has
implemented an Employees Stock Option Scheme ("the BAG ESOP Scheme") to
reward the employees of the Company and its subsidiaries for their
performance and association with the Company and also to motivate them
to contribute to the growth and profitability of the Company, whereby
the Company planned to grant upto 10,000,000 options to eligible
employees. In the previous year Company had granted 1,150,000 options
to the eligible employees. Each option is exercisable for one equity
share at a price of Rs. 13/- each fully paid up on payment to the
Company on completion of vesting period as per the above scheme. During
the year under review out of 1,150,000 options 105,000 options were
converted into equity shares.
The applicable disclosures as stipulated under the SEBI Guidelines as
at March 31, 2010 are annexed herewith as Annexure I and forms part of
this report.
AUDITORS
M/s Joy Mukherjee & Associates, Chartered Accountants, Statutory
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting, and being eligible, offer themselves for
reappointment. The
Company has received a certificate from the auditors to the effect that
their re-appointment, if made, would be within the prescribed limits
under section 224(1B) of the Companies Act, 1956.
AUDITORS REPORT
All observations made in the Auditors Report and notes to the accounts
are self explanatory and do not call for any further comments under
section 217 of the Companies Act, 1956.
HUMAN RESOURCE
Your Directors would like to place on record their deep appreciation of
all employees for rendering quality services to every constituent of
the Company be its viewers, producers, regulatory agencies, creditors
or shareholders. The unstinting efforts of the employees have enabled
your Company to remain in the forefront of media and entertainment
business.
PERSONNEL
Particulars of the employees as required to be disclosed under section
217(2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975 as amended form part of this report and are
attached herewith as Annexure-II.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Your Company is not engaged in any manufacturing or processing
activity, as such particulars required to be given in terms of Section
217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
regarding conservation of energy and technology absorption are not
applicable.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year, your Company has incurred expenditure in foreign
currency to the extent of Rs. 10,258,492 as against Rs. 6,869,839 in
the previous financial year.
Foreign Exchange earnings during the year were Nil as against Rs.
27,298,833 in the previous financial year.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their deep gratitude to
the viewers, producers, vendors, investors and banks for their
continued support during the year. Your Directors also wish to place on
record their appreciation for the dedicated services rendered by the
employees of the Company at all levels, who, through their competence,
hard work, solidarity, cooperation and support, have enabled the
Company to achieve consistent growth. Our consistent growth was made
possible by their hard work, solidarity, cooperation and support.
For and on behalf of the Board of Directors
Place: Noida Anurradha Prasad
Date : May 29, 2010 Chairperson &
Managing Director
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