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Directors Report of Bharatiya Global Infomedia Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors are happy in presenting the Twentieth Second Director’s Report together with the audited Standalone & Consolidated financial Statements for the year ended 31st March, 2016.

Financial Results

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

(Amount in lacs)

PARTICULARS

FOR THE FINANCIAL YEAR ENDED 31st March, 2016

FOR THE FINANCIAL YEAR ENDED 31st March, 2016

FOR THE FINANCIAL YEAR ENDED 31ST March, 2015

FOR THE FINANCIAL YEAR ENDED 31st March, 2015

STANDALONE

CONSOLIDATED

STANDALONE

CONSOLIDATED

Income from operations

3107.90

3107.90

3651.89

3651.89

Other Income

8.64

15.23

25.04

30.97

Total Income

3116.54

3123.13

3676.93

3682.86

Total Expenditure

2598.40

2603.92

3256.10

3261.60

Profit before depreciation, Interest and tax

518.14

519.21

420.83

421.26

Less: Interest

39.59

39.67

36.81

36.84

Less: Depreciation

345.50

345.81

577.70

578.00

Profit before Tax

133.05

133.73

(193.71)

(193.58)

Less: Provision for Taxation

27.08

27.28

8.93

8.93

Less: Deferred Tax

35.42

35.42

(24.92)

(24.92)

Profit after Tax

70.55

71.03

(177.72)

(177.59)

Profit after tax and extra ordinary items

63.53

64.00

(11.67)

(11.54)

The Board of Directors hereby state that during the financial year ended on 31st March, 2016, Total Consolidated Revenue for the fiscal year 2015-16 was Rs. 3123.13 Lacs and Earnings before depreciation, Interest and tax are

Rs. 519.21 Lacs due to change in provision of depreciation as per Schedule II of Companies Act 2013 Loss after tax and extraordinary item is Rs. 64.00 Lacs.

YEAR IN RETROSPECT:

Bharatiya Global Infomedia Limited (BGIL) had raised Rs. 55.10 crores through an Initial Public Offer (IPO) in June-July 2011 by issuing 67, 20,000 equity shares of Rs. 82 on book building basis. The Public issue was oversubscribed by 2.06 times on an overall basis and the Company got successfully listed on both the Stock Exchanges i.e. National Stock Exchange of India (NSE) and Bombay Stock Exchange Limited (BSE).

SEBI MATTER:

SEBI has passed the Adjudication order in the matter of Bharatiya Global Infomedia Limited, against the Company, One of Promoter Director, Executive Director and Ex Manager Finance dated 17th April 2014. The penalty imposed on the Company u/s 15HA & 15HB of SEBI Act is Rs. 5 Cr. & 1 Cr. respectively. However the company has been filed the Appeal before SEBI Appellate Tribunal (SAT) against the order of Adjudication Officer.

The Whole Time Member (WTM) of SEBI has passed the Final Order in the matter of Bharatiya Global Infomedia Limited, against the Company, One of Promoter Director, Executive Director and Ex Manager Finance dated 8th August 2014.

The Company has filed the Appeal before the SAT (Securities Appellate Tribunal) against the order of Adjudicating Officer dated 17th April 2014 & Whole Time Member (WTM) Order dated 8th August 2014. Securities Appellate Tribunal (SAT) Order dated 8th September 2016; the Company has been provided an opportunity to file a fresh appeal & the same has been filed; the matters are pending before SAT.

The details of the objectives for IPO and its fund deployment status as on 31.03.2016 and 30th September 2016 as below:

S. N.

Particulars

As per the Prospectus dated 16th July 2011

As per the Revision in Postal Ballot Meeting

Actual Utilization Till 31st March 2016

Actual Utilization Till 30th September 2016

1

Setting up our Offices

989.60

989.60

774.80

754.80

2

Repayment of RBS Loan

269.72

293.12

293.12

293.12

3

IPO Expenses

277.36

312.85

312.85

312.85

4

Up gradation of Machinery & Assets

2204.67

1532.50

1382.5

1382.5

5

General Corporate

650.00

711.39

711.39

711.39

6

Expansion of R & D

656.73

472.75

455.99

455.99

7

Meeting Long Term Working Capital Requirement

505.00

1240.87

1035.06

1055.06

8.

Cash & Escrow Bank Account & Investment ICD

-

-

587.37

587.37

Total

5553.08

5553.08

5553.08

5553.08

Initially the funds have been temporarily deployed as an interim measure to earn interest pending deployment towards object of the issue; out of the total ICD’s, the Company has already recalled Rs. 5.75 Crores which has been utilized by the Company as per postal ballot resolution earlier passed by the Shareholders of the. Further, The Company has regularly disclosed its utilization of IPO proceeds to the concerned Stock exchanges(s). The management is aggressively perusing the matter to recover the balance amount at earliest.

DIVIDEND:

No dividend is recommended for the year ended March 31st, 2016.

RESERVES:

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

SHARE CAPITAL:

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

PUBLIC DEPOSITS

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

COMMITT EES OF THE BOARD:

Currently, the Board has the following Committees:

A. Audit Committee.

B. Nomination and Remuneration Committee.

C. Stakeholder Relationship Committee.

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

A. Audit Committee:

Sl. No.

Name of the Director

Designation

1.

Mr. Sanjay Kapoor

Chairman

2.

Mr. Harjit Singh Anand

Member

3.

Mr. Rakesh Bhhatia

Member

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

B. Nomination and Remuneration Committee:

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

Sl. No.

Name of the Director

Designation

1.

Mr. Sanjay Kapoor

Chairman

2.

Mr. Harjit Singh Anand

Member

3.

Mrs. Arti Bhatia

Member

C. Stakeholder Relationship Committee:

The current composition of Stakeholder Relationship Committee is as follows:

Sl. No.

Name of the Director

Designation

1.

Mr. Rakesh Bhatia

Chairman

2.

Mr. Sanjay Kapoor

Member

3.

Mrs. Arti Bhatia

Member

BOARD& COMMITTEE MEETINGS

The board met 5 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervene gap between any two meetings was within the period prescribed by the Companies Act, 2013.

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

SECRETARIAL AUDIT

The Board has appointed M/s K.K. SINGH & ASSOCIATES, Company Secretaries to conduct Secretarial Audit pursuant to provision of Section 204 of the Companies Act 2013 for the financial year 2015-2016. The report of the Secretarial Auditor is attached as Annexure to this report. Observation made in the Secretarial Auditor’s Report are self-explanatory and do not call for any comments.

DECLARATION OF INDEPENDENT DIRECTORS

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

STATUTORY AUDITORS

M/s SAMPRK & Associates, Chartered Accountants, (Firm Registration No. 013022N) New Delhi, are being re-appointed as Statutory Auditors of the Company conclusion of this Annual General Meeting (AGM) to the conclusion of next Twenty-fourth Annual General Meeting. The Company received confirmation that their appointment, if made, would be within the limits prescribed under section 139 of the Companies Act, 2013 and also that they are not otherwise disqualifies within the meeting of Section 141 of the Companies Act, 2013, for such appointment.

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

DIRECTORS

Ms. Aarti Jain and Mr. Sanjeev Kumar Mittal who were appointed as directors of the company has resigned from the board. The Board of Directors had at their meeting held on 11th August 2016, took note of the same.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

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

CORPORATE GOVERNANCE

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

The board of directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”).

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

The performance of the committees was evaluated by the board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc.

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

In a separate meeting of Independent Directors, performance of non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient control of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism for its Directors and employees to report their genuine concerns or grievances. The said mechanism encompasses the Whistle Blower Policy, the Fraud Risk Management Process, the BGIL Code of Conduct mechanism, etc. and provides for adequate safeguards against victimization of persons who use such mechanism and also provides direct access to the Chairperson of the Audit Committee. The Vigil Mechanism has been put up on the Company’s website.

CONSERVATION OF TECHNOLOGY AND ABSORPTION

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

FOREIGN EXCHANGE EARNINGS & OUTGO

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

Amount in Lakh

Particulars

31.03.2016

30.03.2015

Earning in Foreign Currency :

Sale of Software (Including exchange rate fluctuation gain) 0 Expenditure in Foreign Currency :

NIL

1,09,86,167

Purchase of Hardware Foreign Travelling

NIL

2,08,129

DIRECTORS’ RESPONSIBILITY STATEMENT

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

1. In preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. The Directors had 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 and of the profit or loss of the company for that period.

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

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

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

6. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

The particulars of the loans, guarantees and investments have been disclosed in the financial statements.

CONSOLIDATED FINANCIAL STATEMENTS:

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

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure.

DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to the remuneration of the specified employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure.

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

The Company has adopted a Framework on Related Party Transactions (“RPT”) for the purpose of identification and monitoring of RPTs. Details of material contracts or arrangements or transactions with Related Parties on an arm’s length basis with respect to transactions covered under Section 188 (1) of the Act and the applicable Rules framed there under, in the prescribed Form No. AOC-2, are given in Annexure. Further, details of Related Party Transactions as required to be disclosed by Accounting Standard - 18 on “Related Party Disclosures” specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014, are given in the Notes to the Financial Statements. During the year, the Company has not entered into any transaction with Related Parties which are not in its ordinary course of business or not on an arm’s length basis and which require disclosure in this Report in terms of the provisions of Section 188(1) of the Act.

SHARE CAPITAL & LISTING OF SECURITIES

During the financial year under review, the Company has not issued:

- any equity shares with differential rights as to dividend, voting or otherwise;

- any shares to its employees under the Employees Stock Option Scheme;

- any Sweat Equity Shares

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in the prescribed Form MGT-9 is annexed as Annexure, which forms part of this report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The Company’s internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Company’s internal control system including internal financial controls.

ACKNOWLEDGEMENT

We thank our customer and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We also thank the Government of India particularly the Ministry of Commerce, Ministry of Finance, Ministry of Corporate, Affairs, The Customs and Excise Departments, The Income tax Department and other government agencies for their support, and look forward to their continued support in the future. And we also thank for the value advice and supported received from the other business Associates.

By order of the Board of Directors

For Bharatiya Global Infomedia Limited

Place: Noida

Date: 1st December 2016 Sd/-

Rakesh Bhhatia

CMD


Mar 31, 2015

Dear Members,

The Directors are happy in presenting the Twentieth First Annual Report together with the audited Standalone & Consolidated financial Statements for the year ended 31st March, 2015.

Financial Results

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

PARTICULARS FOR THE FOR THE FOR THE FINANCIAL YEAR FINANCIAL YEAR FINANCIAL ENDED 31st ENDED 31st March, YEAR ENDED , March, 2015 2015 31st March, 2014 STANDALONE CONSOLIDATED STANDALONE C

Income from 3651.89 3651.89 4502.23 operations

Other Income 25.04 30.97 7.70

Total Income 3676.93 3682.86 4509.93

Total Expenditure 3256.10 3261.60 4058.11

Profit before 420.83 421.26 451.82 depreciation and interest

Less: Interest 36.81 36.84 12.27

Less : Depreciation 577.70 578.00 328.78

Profit before tax (193.71) (193.58) 110.77

Less: Provision for 8.93 8.93 22.13 Taxation

Less: Deferred Tax (24.92) (24.92) 11.76

Profit after Tax (177.72) (177.59 80.85

Profit after tax (11.67) (11.54) 76.85 and extra ordinary items

Add: Balance at the 1517.41 1514.42 1440.55 beginning of the Period

Surplus available 1505.74 1502.86 1517.41

Amount Transfer to - - - General Reserve

Surplus carried to 1505.74 1502.86 1517.41 Balance

(Amount in lacs)

PARTICULARS FOR THE YEAR FINANCIAL ENDED 31st March 2014 ONSOLIDATED

Income from operations 4507.31

Other Income 11.44

Total Income 4518.76

Total Expenditure 4064.01

Profit before 454.74 depreciation and interest

Less: Interest 12.28

Less : Depreciation 329.08

Profit before tax 113.38

Less: Provision for 22.62 Taxation

Less: Deferred Tax 11.86

Profit after Tax 82.86

Profit after tax 78.78 and extra ordinary items

Add: Balance at the 1435.91 beginning of the Period

Surplus available 1514.42

Amount Transfer to - General Reserve

Surplus carried to 1514.42 Balance

The Board of Directors hereby state that during the financial year ended on 31st March, 2015, Total Consolidated Revenue for the fiscal year 2014-15 was Rs. 3682.86 Lacs and Earnings before depreciation, Interest and tax are Rs. 421.26 Lacs due to change in provision of depreciation as per Schedule II of Companies Act 2013 Loss after tax and extraordinary item is Rs. 11.54 Lacs.

YEAR IN RETROSPECT:

Bharatiya Global Infomedia Limited (BGIL) had raised Rs. 55.10 crores through an Initial Public Offer (IPO) in June-July 2011 by issuing 67, 20,000 equity shares of Rs. 82 on book building basis. The Public issue was oversubscribed by 2.06 times on an overall basis and the Company got successfully listed on both the Stock Exchanges i.e. National Stock Exchange of India (NSE) and Bombay Stock Exchange Limited (BSE).

The Company was under process of investigation as per Securities Exchange Board of India (SEBI) ad interim ex-parte order WTM/PS/IVD/47/12/2011 dated 28th December, 2011. Details submission has been made by the company and has also appeared in personal hearing in front of Ld. Whole Time Member. The proceed from the Initial Public Offer (IPO) of equity shares

have been utilized as follows after taking note of the deviation in utilization of IPO proceeds which were approved by the Shareholders of the company in the Extra Ordinary General Meeting through Postal Ballot for vary and /or revise the terms and conditions of the documents/ contracts and also the utilization of the IPO proceeds as mentioned in the Prospectus. Further SEBI vide its Order Dated May 7, 2013 has revoked the earlier 'ad interim ex-parte' order dated December 28, 2011 with immediate effect in respect of Mrs. Arti Bhatia, Mrs. Jaya Misra, Mr. Sanjay Kapoor, Mr. Harjeet Singh Anand and Mr. Anil Kapoor and as such there is no pending issues of whatsoever nature, in respect of aforesaid Directors of the Company.

SEBI has passed the Adjudication order in the matter of Bharatiya Global Infomedia Limited, against the Company, One of Promoter Director, Executive Director and Ex Manager Finance dated 17th April 2014. The penalty imposed on the Company u/s 15HA & 15HB of SEBI Act is Rs. 5 Cr. & 1 Cr. respectively. However the company has been filed the Appeal before SEBI Appellate Tribunal (SAT) against the order of Adjudication Officer.

The Whole Time Member (WTM) of SEBI has passed the Final Order in the matter of Bharatiya Global Infomedia Limited, against the Company, One of Promoter Director, Executive Director and Ex Manager Finance dated 8th August 2014. However the company has been filed the Appeal before SEBI Appellate Tribunal (SAT) against the order of Adjudication Officer.

The details of the objectives for IPO and its fund deployment status as on 31.03.2015 and 30th June 2015 as below:

Sl. Particulars As per the Revised Utilization No. Prospectus As per Postal Dated 16th July Ballot Approval 2011

1 Setting up our Offices 989.60 989.60

2 Repayment of RBS Loan 269.72 293.12

3 IPO Expenses 277.36 312.85

4 Up gradation of Machinery 2204.67 1532.50 & Assets

5 General Corporate 650.00 711.39

6 Expansion of R & D 656.73 472.75

7 Meeting Long Term Working 505 1240.87 Capital Requirement

8 Cash & Escrow Bank Account & Investment ICD

Total 5553.08 5553.08

Sl. Particulars Utilization Utilization till No. till 31st 30th June, March,2015 2015

1 Setting up our Offices 774.80 774.80

2 Repayment of RBS Loan 293.12 293.12

3 IPO Expenses 312.85 312.85

4 Up gradation of Machinery 1382.50 1382.50 & Assets

5 General Corporate 711.39 711.50

6 Expansion of R & D 455.99 455.99

7 Meeting Long Term Working 1025.06 1025.06 Capital Requirement

8 Cash & Escrow Bank 597.37 597.37 Account & Investment ICD

Total 5553.08 5553.08

Initially the funds have been temporarily deployed as an interim measure to earn interest pending deployment towards object of the issue; out of the total ICD's, the Company has already recalled Rs. 5.55 Crores which has been utilized by the Company as per postal ballot resolution earlier passed by the Shareholders of the. Further, The Company has regularly disclosed its utilization of IPO proceeds to the concerned Stock exchanges(s). The management is aggressively perusing the matter to recover the balance amount at earliest.

DIVIDEND:

No dividend is recommended for the year ended March 31st, 2015.

RESERVES:

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

PUBLIC DEPOSITS

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

BOARD& COMMITTEE MEETINGS

The board met 10 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervene gap between any two meetings was within the period prescribed by the Companies Act, 2013.

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

SECRETARIAL AUDIT

The Board has appointed M/s K.K. SINGH & ASSOCIATES, Company Secretaries to conduct Secretarial Audit pursuant to provision of Section 204 of the Companies Act 2013for the financial year 2014-2015. The report of the Secretarial Auditor is attached as Annesure-2 to do this report. Observation made in the Secretarial Auditor's Report are self-explanatory and do not call for any comments.

MANAGERIAL REMUNARATION

Information in accordance with the provision of Section 197 of the Companies Act, 2013read with the Companies (Appointment and Remuneration) and other details mentioned in the Balance Sheet. However, as per the provision of Section 136 of the said Act, the reports and accounts are being sent to all the members of the company and others entitled thereto, excluding the aforesaid information. Any members interested in obtaining such particulars may write to the company secretary at the registered office of the company. The said information is available for inspection at the registered office of the company during working hours.

MEETING OF THE BOARD

Five meetings of the Board of Directors of the Company were held during the Financial year.

DECLARATION OF INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria of Independence as provided under section 149 of the Companies Act 2013 and Clause 49 of the Listing Agreement.

STATUTORY AUDITORS

M/s Samprk & Associates, Chartered Accountants, (Firm Registration No. 013022N) New Delhi, are appointed as Statutory Auditors of the Company in place of M/s K. Prasad & Co., Chartered Accountant, (Firm Registration No. 002755N) to hold office from the conclusion of this Annual General Meeting (AGM) to the conclusion of next Twenty-fourth Annual General Meeting. The Company received confirmation that their appointment, if made, would be within the limits prescribed under section 139 of the Companies Act, 2013 and also that they are not otherwise disqualifies within the meeting of Section 141 of the Companies Act, 2013, for such appointment.

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

PARTICULARS OF EMPLOYEES

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

CORPORATE GOVERNANCE

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board Evaluation frame-work. The Companies Act, 2013 provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The board of directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as pre-scribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

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

The performance of the committees was evaluated by the board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc.

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

In a separate meeting of Independent Directors, performance of non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Indepen-dent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

CONSERVATION OF TECHNOLOGY AND ABSORPTION

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

FOREIGN EXCHANGE EARNINGS & OUTGO

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

Amount in Lacs

Particulars 31.03.2015 31.03.2014

Earning in Foreign Currency : Sale of Software 1,09,86,167 1,49,67,261 (Including exchange rate fluctuation gain) Expenditure in Foreign Currency : Purchase of Hardware 2,08,129 10,45,048 Foreign Travelling

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (3) (c) of the Companies Act, 2013, Your Directors confirm that:

1. In the preparation of the Annual Accounts, for the financial year ended 31st March, 2015 the applicable accounting standards had been followed along with proper explanations relating to material departures.

2. The Directors had selected the accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of State of Affairs of the Company at the end of the Financial Year and of the profit of the company for the year 2014-2015.

3. The Directors had 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 preventing and detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts for the financial year ended 31st March 2015, on a Going Concern basis.

5. The Directors, in the case of a listed Company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT POLICY

In terms of the requirement of the Companies Act, 2013 the Company has developed and implemented the Risk Management Policy. The Audit Committee and the Board reviews the same periodically.

The company has laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

The particulars of the loans, guarantees and investments have been disclosed in the financial statements.

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

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in financial statement.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in the prescribed Form MGT-9 is annexed as Annexure, which forms part of this report.

PARTICULARS OF EMPLOYEES

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 60 Lacs or more or employed for part of the year who were in receipt of remuneration of Rs. 5 lacs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014.

Further the report and the accounts are being sent to the members. In terms of section 136 of the Act, the said annexure is open for inspection at the registered office of the Company. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.

ACKNOWLEDGEMENT

We thank our customs and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We also thank the Government of India particularly the Ministry of Commerce, Ministry of Finance, Ministry of Corporate, Affairs, The Customs and Excise Departments, The Income tax Department and other government agencies for their support, and look forward to their continued support in the future. And we also thank for the value advice and supported received from the other business Associates.

By order of the Board For Bharatiya Global Infomedia Limited

Place: Noida Date : 31st August 2015 Sd/- Rakesh Bhhatia (Chairman-cum-Manging Director)


Mar 31, 2014

Dear Shareholders,

The Board of Directors hereby presents the Twentieth Annual Report together with the audited Standalone & Consolidated financial Statements for the financial year (Nine Months) ended on 31st March, 2014.

Financial Results

The Financial results of the Company for the period under review are as summarized below: (Amount in lacs)

Particulars For the For the For the For the Financial Financial Financial Financial Year Ended Year Ended Year Ended Year Ended 31st March 31st March, 30th June, 30th June, 2014 2014 2013 2013 Standalone Consolidated Standalone Consolidated

Income from operations 4502.23 4507.31 5473.32 5473.31

Other Income 7.70 11.44 8.16 14.47

Total Income 4509.93 4518.76 5481.47 5487.79

Total Expenditure 4399.16 4405.38 5582.22 5389.66

Profit before tax 110.77 113.38 99.25 98.13

Less: Provision for Taxation 22.13 22.62 19.91 19.91

Less: Deferred Tax 11.76 11.86 (13.08) (8.94)

Profit after Tax 80.85 82.86 102.61 97.35

Profit after tax and extra ordinary items 76.85 78.78 101.68 96.42

Add: Balance at the beginning of the 1440.55 1435.91 1338.88 1338.88 Period

Surplus available 1517.41 1514.42 1440.56 1435.91

Amount Transfer to General Reserve - - - -

Surplus carried to Balance 1517.41 1514.42 1440.56 1435.91

The Board of Directors hereby state that during the financial year ended on 31st March, 2014, Total Consolidated Revenue for the fiscal year 2013-14 was Rs.4518.76 and Earnings before tax are Rs.113.38 .

YEAR IN RETROSPECT:

Bharatiya Global Infomedia Limited (BGIL) had raised Rs.55.10 crores through an Initial Public Offer (IPO) in June- July 2011 by issuing 67, 20,000 equity shares of Rs.82 on book building basis. The Public issue was oversubscribed by 2.06 times on an overall basis and the Company got successfully listed on both the Stock Exchanges i.e. National Stock Exchange of India (NSE) and Bombay Stock Exchange Limited (BSE). The Company was under process of investigation as per Securities Exchange Board of India (SEBI) ad interim exparte order WTM/PS/IVD/47/12/2011 dated 28th December, 2011. Details submission has been made by the company and has also appeared in personal hearing in front of Ld. Whole Time Member. The proceed from the Initial Public Offer (IPO) of equity shares have been utilized as follows after taking note of the deviation in utilization of IPO proceeds which were approved by the Shareholders of the company in the Extra Ordinary General Meeting through Postal Ballot for vary and /or revise the terms and conditions of the documents/ contracts and also the utilization of the IPO proceeds as mentioned in the Prospectus. Further SEBI vide its Order Dated May 7, 2013 has revoked the earlier ''ad interim ex-parte'' order dated December 28, 2011 with immediate effect in respect of Mrs. Arti Bhatia, Mrs. Jaya Misra, Mr. Sanjay Kapoor, Mr. Harjeet Singh Anand and Mr. Anil Kapoor and as such there is no pending issues of whatsoever nature, in respect of aforesaid Directors of the Company.

Further SEBI has passed the Adjudication order in the matter of Bharatiya Global Infomedia Limited, against the Company, One of Promoter Director, Executive Director and Ex Manager Finance dated 17th April 2014. The penalty imposed on the Company u/s 15HA & 15HB of SEBI Act is Rs.5 Cr. & 1 Cr. respectively. However the company has been filed the Appeal before SEBI Appellate Tribunal (SAT) against the order of Adjudication Officer.

Recently, The Whole Time Member (WTM) of SEBI has passed the Final Order in the matter of Bharatiya Global Infomedia Limited, against the Company, One of Promoter Director, Executive Director and Ex Manager Finance dated 8th August 2014. However the Company is in process to file the Appeal before SEBI Appellate Tribunal (SAT) with in Prescribed time Period as provided under the SEBI Act 1992.

The details of the objectives for IPO and its fund deployment status as on 31.03.2014 is as below:

S. Particulars As per the As per the N. Prospectus dated Revision in Postal 16th July 2011 Ballot Meeting

1 Setting up our Offices 989.60 989.60

2 Repayment of RBS Loan 269.72 293.12

3 IPO Expenses 277.36 312.85

4 Up gradation of Machinery & 2204.67 1532.50 Assets

5 General Corporate 650.00 711.39

6 Expansion of R & D 656.73 472.75

7 Meeting Long Term Working 505.00 1240.87 Capital Requirement

8. Cash & Escrow Bank Account & - - Investment ICD

Total 5553.08 5553.08



Particulars Actual Balance Amount utilization Till to be utilized 31st March 2014

Setting up our Offices 774.80 214.80

Repayment of RBS Loan 293.12 0.00

IPO Expenses 312.85 0.00

Up gradation of Machinery & Assets 1382.5 150.00

General Corporate 711.39 0.00

Expansion of R & D 455.99 16.76

Meeting Long Term Working Capital Requirement 1012.42 228.45

Cash & Escrow Bank Account & Investment ICD 610.01 -

Total 5553.08 610.01

Initially the funds have been temporarily deployed as an interim measure to earn interest pending deployment towards object of the issue; out of the total ICD''s, the Company has already recalled Rs.5.55 Crores which has been utilized by the Company as per postal ballot resolution earlier passed by the Shareholders of the. Company Further, The Company has regularly disclosed its utilization of IPO proceeds to the concerned Stock exchanges(s). The management is aggressively perusing the matter to recover the balance amount at earliest.

DIVIDEND:

Since your Company needs to converse capital at this stage keeping in view its expansion plans, the Board of Directors have decided to plough back the profits achieved in the year under review, into the operations of the Company. Therefore, no dividend is recommended for the year ended March 31st, 2014.

RESERVES:

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

PUBLIC DEPOSITS

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

DIRECTORS

During the year Mr. Kamal Kishore Singh, have resigned from the Board of Directors w.e.f. 14th November, 2013.

Ms. Aarti Jain was appointed as Independent Additional Director of the company w.e.f. 14th November, 2013.

Mr. Sanjeev Kumar Mittal who was re-appointed as Whole- time director of the Company for 5 years w.e.f. April1, 2009 to 31st March, 2014 by the Shareholders. He has now appointed as Non-Executive- Non Independent director on the Board of the Company, subject to shareholders'' approval in the AGM.

Mr. Rakesh Bhhatia, Managing director(MD) of the Company whose period of office as MD was expired w.e.f 31st March, 2014, not liable to retire by rotation, and being eligible, offers himself for re-appointment at the 20th Annual General Meeting.

Further, Ms. Arti Bhatia Director of the Company retires by rotation and, being eligible, offers herself for re-appointment at the 20th Annual General Meeting. The Board of Directors recommends the re-appointment of Ms. Arti Bhatia, the resolution for her re-appointment as director of the Company is included in the notice of the Annual General Meeting. None of the Directors of the Company are disqualified under section 164(1) of the Companies Act, 2013.

MANAGERIAL REMUNARATION:

Under the leadership of Mr. Rakesh Bhhatia, Chairman cum Managing Director of the Company, the business has seen progress during the year and in the coming years the board is expected to achieve the desired results. In view of the vast experience and valuable contribution made by Mr. Bhaatia towards the growth of the Company, the Shareholders are requested to accord the power to the Board of Directors to revise the remuneration payable to him, as recommended by the remuneration committee.

AUDITORS REPORT

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

AUDITORS

M/s Samprk & Associates, Chartered Accountants, (Firm Registration No. 013022N) New Delhi, are appointed as Statutory Auditors of the Company in place of M/s K. Prasad & Co., Chartered Accountant, (Firm Registration No. 002755N) to hold office from the conclusion of this Annual General Meeting (AGM) to the conclusion of next Twenty-fourth Annual General Meeting. The Company received confirmation that their appointment, if made, would be within the limits prescribed under section 139 of the Companies Act, 2013 and also that they are not otherwise disqualifies within the meeting of Section 141 of the Companies Act, 2013, for such appointment.

PARTICULARS OF EMPLOYEES

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

CORPORATE GOVERNANCE

The amendments to the Companies Act, 1956 and the listing agreements executed with the Stock Exchanges require compliance with specified Corporate Governance practices. The detailed Report on Corporate Governance approved by the Directors pursuant to clause 49 of the listing agreement with stock exchanges, your company has obtained certificate from the Practicing Company Secretary of the company, for the compliance of the Corporate Governance, which is annexed and forms part of this annual report.

CONSERVATION OF TECHNOLOGY AND ABSORPTION

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

STATEMENT UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

There is no employee in the Company, drawing salary beyond the limit as specified under section 217 (2A) of the Companies Act, 1956

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT 1956:

Pursuant to the requirement of Section 217 (2AA) Companies Act, 1956, Your Directors wishes to state that:

1 That in the preparation of the Annual Accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanations relating to material departures.

2. That the Directors had selected the accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of State of Affairs of the Company at the end of the Financial Year and of the profit of the company for the year 2013-2014.

3. That the Directors had 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 preventing and detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts for the financial year ended 31st March, on a Going Concern basis.

ACKNOWLEDGEMENT

We thank our customs and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We also thank the Government of India particularly the Ministry of Commerce, Ministry of Finance, Ministry of Corporate, Affairs, The Customs and Excise Departments, The Income tax Department and other government agencies for their support, and look forward to their continued support in the future. And we also thank for the value advice and supported received from the other business Associates.

By the Order of the Board For Bharatiya Global Infomedia Limited

Sd/- Place : New Delhi Rakesh Bhhatia Date : 29th August 2014 (Chairman-cum-Managing Director)


Jun 30, 2013

Dear Shareholders,

The Board of Directors hereby presents the Nineteenth Annual Report together with the audited Standalone & Consolidated financial Statements for the financial year ended on 30th June, 2013.

FINANCIAL PERFORMANCE

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

Particulars For the For the For the For the Financial Financial Financial Financial Year Ended Year Ended Year Ended Year Ended 30th June 30th June 31st March 31st March 2013 2013 2012 2012 Standlone Consoli dated Standlone Consolid ated

Income from Operations 547,331,653 547,331,653 644,486,952 644,486,952

Other Income 815,778 1,447,278 5,535,338 5,535,338

Total Income 555,837,474 556,468,974 650,005,609 650,005,609

Total Expenditure 555,837,474 546,655,758 632,850,090 634,215,209

Profit before Tax 9,925,024 9,813,216 17,155,519 15,790,400

Less : Provision for taxation 1,991,213 1,991,213 3,116,946 3,116,946

Less : Deferred Tax (1,308,167) (894,305) 1,085,002 663,180

Profit after Tax 10,261,017 9,735,347 12,953,571 12,010,274

Profit after tax and extra ordinary items 10,167,763 9,642,093 11,680,553 10,737,256

Add : Balance at the beginning of the period 133,888,128 132,944,831 122,207,575 122,207,575

Surplus available 144,055,892 142,648,185 133,888,128 132,944,831

Amount Transfer to General Reserve

Surplus carried to Balance Sheet 144,055,892 142,648,185 133,888,128 132,944,831

The Board of Directors of your company state that during the financial year ended on 30th June, 2013, Total Consolidated Revenue for the fiscal year 2012-13 was Rs. 556,468,974 and Profit after tax are Rs. 9,735,347.

YEAR IN RETROSPECT:

During the year Company has extended the current financial year from March 31, 2013 by three months, so as to end on June 30, 2013 and accordingly the financial year 2012-2013 shall comprise of 15 months, i.e. April 01, 2012 - June 30, 2013 therefore submit its Audited Financial Results for above mentioned 15 months period; i.e. April 01, 2012 - June 30, 2013.

Bharatiya Global Infomedia Limited (BGIL) had raised Rs. 55.10 crores through an Initial Public Offer (IPO) in June-July 2011 by issuing 67,20,000 equity shares of Rs. 82 on book building basis. The Public issue was over subscribed by 2.06 times on an overall basis and the Company got successfully listed on both the Stock Exchanges i.e. National Stock Exchange of India (NSE) and Bombay Stock Exchange Limited (BSE).

The Company is under process of investigation as per Securities Exchange Board of India(SEBI) ad interim exparte order WTM/PS/IVD/47/12/2011 dated 28th December, 2011. Details submission have been made by the company and have also appeared in personal hearing in front of Ld. Whole Time Member. The proceed from the Initial Public Offer (IPO) of equity shares have been utilized as follows after taking note of the deviation in utilization of IPO proceeds which were approved by the Shareholders of the company in the Extra Ordinary General Meeting through Postal Ballot for vary and /or revise the terms and conditions of the documents/ contracts and also the utilization of the IPO proceeds as mentioned in the Prospectus. Further SEBI vide its Order Dated May 7, 2013 has revoked the earlier ''ad interim ex-parte'' order dated December 28, 2011 with immediate effect in respect of Mrs. Arti Bhatia, Mrs. Jaya Misra, Mr. Sanjay Kapoor, Mr.Harjeet Singh Anand and Mr. Anil Kapoor and as such there there is no pending issues of whatsoever nature, in respect of aforesaid Directors of the Company.

The details of the objective for IPO and its fund deployment status as on 30.06.2013 is as below:

Sl. No. Particulars As per the As per the Actual Balance Prospectus Dated Revision Utilization Till Amount to 16th July 2011 in Postal 30th June be utilized Ballot 2013 Meeting

1 Setting up our Offices 989.60 989.60 691.15 298.45

2 Repayment of RBS Loan 269.72 293.12 293.12 0.00

3 IPO Expenses 277.36 312.85 312.85 0.00

4 Upgradation of Machinery & Assets 2204.67 1532.50 1382.50 150.00

5 General Corporate 650.00 711.39 711.39 0.00

6 Expansion of R & D 656.73 472.75 432.19 40.56

7 Meeting Long Term Working

Capital Requirement 505.00 1240.87 1079.87 161.00

8 Cash & Ecrow Bank Account &

Investment ICD 650.01

Total 5553.08 5553.08 5553.08 650.01

Initially the funds have been temporarily deployed as an interim measure to earn interest pending deployment towards object of the issue; out of the total ICD''s, During the Period the Company has already recalled Rs. 5,15,00,000 which has been utilized by the Company further, as disclosed to the concerned Stock exchanges(s). The management is aggressively perusing the matter to recover the balance amount at earliest.

DIVIDEND:

Since your Company needs to converse capital at this stage keeping in view its expansion plans, the Board of Directors have decided to plough back the profits achieved in the year under review, into the operations of the Company. Therefore, no dividend is recommended for the year ended June 30th , 2013.

RESERVES:

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

PUBLIC DEPOSITS

The Company has not accepted any public deposits u/s 58A of the Companies Act , 1956 during the period under review.

DIRECTORS

During the year Ms. Jaya Misra and Mr. Kamal Kishore Singh, Directors of the company, have resigned form the Board of Directors w.e.f. 15th May, 2013 and 14th November, 2013 respectively.

Ms. Aarti Jain was appointed as Independent Additional Director of the company w.e.f. 14th November, 2013.

Further, Mr. Sanjay Kapoor and Mr. Harjit Singh Anand, Directors of the Company retire by rotation and, being eligible, offer themselves for re-appointment at the 19th Annual General Meeting. The Board of Directors recommends the re-appointment of Mr. Sanjay Kapoor and Mr. Harjit Singh Anand, the resolution for their re-appointment as directors of the Company are included in the notice of the Annual General Meeting. None of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act, 1956.

MANAGERIAL REMUNARATION:

Under the able leadership of Mr. Rakesh Bhhatia, Chairman cum Managing Director and Mr. Sanjeev Kumar Mittal, Wholetime Director of the Company, the business has seen progress during the year and in the coming years the board is expected to achieve the desired results. In view of the vast experience and valuable contribution made by these Directors towards the growth of the Company, the Shareholders are requested to accord the power to the Board of Directors to revise the remuneration payable to these Directors, as recommended by the remuneration committee, from time to time.

AUDITORS REPORT

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

AUDITORS

M/s K. Prasad & Co. Chartered Accountants, New Delhi, are appointed as Statutory Auditors of the Company in place of M/s SNMG & Co., Chartered Accountant to hold office from the conclusion of this Annual General Meeting (AGM) to the conclusion of next annual general meeting. The Company received confirmation that their appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956 and also that they are not otherwise disqualifies within the meeting of Section 226 (3) of the Companies Act, 1956, for such appointment.

PARTICULARS OF EMPLOYEES

There is no employees whose particulars are required to be given in the terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

The amendments to the Companies Act, 1956 and the listing agreements executed with the Stock Exchanges require compliance with specified Corporate Governance practices. The detailed Report on Corporate Governance approved by the Directors pursuant to clause 49 of the listing agreement with stock exchanges, your company has obtained certificate from the Practicing Company Secretary of the company, for the compliance of the Corporate Governance, which is annexed and forms part of this annual report.

CONSERVATION OF TECHNOLOGY AND ABSORPTION

Since the Company does not own any manufacturing facility, the provision of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Director) Rules 1988, are not applicable.

FOREIGN EXCHANGE EARNINGS & OUTGO

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

Particulars 30.06.2013 31.03.2012

Earning in Foreign Currency :

Sale of Software 3,63,73,573 1,72,72,292

(Including exchange rate fluctuation gain)0

Expenditure in Foreign Currency :

Purchase of Hardware 36,41,720 7,22,049

Foreign Travelling 1,03,454 3,70,000

STATEMENT UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

There is no employee in the Company, drawing salary beyond the limit as specified under section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT 1956:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, Your Directors wish to state that:

1. That in the preparation of the Annual Accounts for the financial year ended 30th June, 2013 the applicable accounting standards had been followed along with proper explanations relating to material departures.

2. That the Directors had selected the accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of State of Affairs of the Company at the end of the Financial Year and of the profit of the company for the year 2012-2013.

3. That the Directors had 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 preventing and detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts for the financial year ended 30th June 2013, on a Going Concern basis.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the wholehearted cooperation received from the customers and the Bankers of the Company and for the value advice and supported received from the other business Associates.

The Directors also wish to thank all the employees at all the levels for their services.

By the Order of the Board

For Bharatiya Global Infomedia Limited

Sd/-

Place : New Delhi Rakesh Bhhatia

Date : 27 Nobember, 2013 (Chairman-cum-Managing Director)


Mar 31, 2012

Dear Shareholders,

The Board of Directors hereby presents the Eighteen Annual Report together with the audited standalone & Consolidated financial Statements for the financial year ended on 31st March, 2012.

FINANCIAL RESULTS

(Figures in INR)

PARTICULARS FOR THE FOR THE FOR THE FOR THE YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 31st March, 31st March 2012 31st March 2011 31st March, 2012 2011 Standatone Consoli dated Standalone Consolidated

Income from operations 644.470.271 644.470,271 709,632,009 709,632,009

Other Income 5,536,338 5,536,338 431,558 431,558

Total Income 660,005,609 650,005,609 710,063,567 710.063.567

Total Expenditure 632,850,090 634,215,209 641,592,241 641,592,241

Profit before Tax 17,156,619 16,790,400 68,471,326 68,471,326

Less: Provision for taxation 3,116.946 3,116,946 13,726,530 13,728,530

Less: Deferred tax 1,083,002 663,180 8,461,120 8,461,120

Profit after tax 12,953,671 12,010,274 46,281,676 46,281,676

Profit after tax extra ordinary items 11,680,653 - 47,762.051 -

Add Balance at the Manning of the Period 122,207,575 122,207,575 88,034,143 88,034.143

Surplus available 133,888,129 132,944,832 135,786,194 135,786,194

Amount Transfer to General Reserve - - 13.578.619 13,578.619

Surplus carried to Balance Sheet 133.888.129 132,944,832 122,207.575 122,207,575

The Board of Directors hereby state that during the year ended on 31st March 2012. Total consolidated revenue for the fiscal year 2011 -12 was Rs 63.42,15,209 and Earnings before tax are Rs 15,790.400,

OPERATIONS

Incorporated in 1994, Bharatiya Global Infomedia Ltd (BGIL) high-end product based company, is in the business of Information Technology and also having a Digital Post Production Studio. BGIL focusing on the sectors such as Information Technology security and compliance automation software sections and technology related to media & entertainment industry with focus on research & development.

BGIL provides visibility across the IT infrastructure, intelligently identifies security threats and compliance breaches, and automates Security and compliance processes to reduce risk The company have total of 32 RFID & Smart Card solutions, out of which 08 products are already IPRD from Government of India 06 are likely to receive IPR registration very soon and 04 more products have been filed for IPR registration during the current year With this, total 18 products shall be registered with IPR within this financial year.

The IT division of the Company has developed products in house in its R& D centre in Noida using Radio Frequency Identification (RFID) and Smart Card technologies RFID and Smart Card are the key technologies of BGIL and used for identification and tracking of the identity, location and conditions of assets, tools, inventory, people using radio waves.

BOIL's IT division have been rapidly expanding its presence across industry verticals, viz Telecom, e-Govemance, BFSI. Power, Media & Entertainment, Retail, Healthcare, Infrastructure. Railways. Mining, Education, Homeland security, Cooperative banks and Defense

Our Media & Entertainment Division has a Digital Post Production Studio, known as BGIL Sludio at Andheri (West), Mumbai. It is an integrated end to end Film's Post Production and Visual Effects Services House. It offers services ranging from visual effete. digital film lab (digital intermediate, high-resolution film scanning and film recording) and editing and motion control to High Definition production

The income from IT Division is Rs. 61,08,00,308 in FY 2011-12. During the current year, we strengthened several new products — toll management system, canteen management system, asset tracking system, employee tracking system, parking management system, parking guidance system, smart campus system, visitor management system, intelligence mast controller system, file tracking system and laptop tracking system During the same period, we also added a number of global system integrators as our customers who contributed to the income from operations. The income from Media & Entertainment Division in FY 2011-12 is Rs.33,669,963.

YEAR IN RETROSPECT;

Bharatiya Global Infomedia Limited (BGIL) had raised Rs 55.10 crores through an Initial Public Offer (IPO) in June-July 2011 by issuing 67.20.000 equity shares of Rs. 82 on book building basis

The Public issue was over subscribed by 2 06 times on an overall basis. During the year under review the Company got successfully listed on both the Stock Exchanges i.e. National Stock Exchange of India (NSE) and Bombay Stock Exchange Limited (BSE),

The Company is under process of investigation as per Securities Exchange Board of India (SEBI) ad interim exported order WTM/PS/IVD/47/12/2011 dated 28th December, 2011

Detailed submissions have been made by the company and have also appeared in personal hearing in front of Ld. Whole Time Member.

The proceed from the Initial Public Offer (IPO) of equity shares have been utilized as follows after taking note of the deviation in utilization of IPO proceeds which were approved by the Shareholders of the company in the Extra Ordinary General Meeting through Postal Ballot for vary and/or revise the terms and conditions of the documents/contracts and also the utilization of the IPO in the Prospectus

The details of the objective foe IPO and its fund deployment status is as below:

S. Particulars As per the As per the Actual Balance N. Prospectus dated Revision in Utiliz ation Amount to 16th July 2011 Postal Ballot till 31st be Utilized Meeting dated March' 2012

1 Setting up our Offices 989.60 989.60 715.15 274.45

2 Repayment of RBS Loan 269.72 293.12 293.12 0.00

3 IPO Etpcnscs 277.36 312.85 312.85 0.00

4 Upgradation of Machinery & Assets 2204.67 1532.50 1382.50 150.00

5 General Corporate 650.00 711.39 711.39 0.00

6 Expansion of R & D 656.73 472.75 432.19 40.56

7 Meeting Long Term Working Capital Requirment 505.00 1240.87 540.87 700.00

8 Cash & Ecrow Bank Account & 1165.01 Investment ICO

TOTAL 5553.08 5553.08 5553.08 1165.01

Initially the funds have been temporarily deployed as an interim measure to earn interest pending deployment towards object of the issue; out of the total ICD's the company has already recalled Rs. 44.482.838 which has been utilized by the Company further, as disclosed to the concerned Stock exchanges(s) vide our letter dated March 20.2012 as regards to the fund transferred in Escrow account as per direction of SEBI order dated December 28.2011 SUBSIDIARY COMPANY

During the period the company has acquired a 536 sq. mtr fully built Industrial Properly at B-66. Sector-60. Noida byway of tiling over the owner company namely Merit Export Pvt. Ltd. Otherwise there is no business activity in the acquired company.

CHANGE OF SITUATION OF REGISTERED OFFICE AND CORPORATEOFFICE

The registered office of the Company has been shifted from. 623. Devika Tower. 6r Floor. Nehru Place. New Delhi-110019 to B- 13. LGF. Amar Colony. Lajpat Nagar - IV New Delhi- 110024 w.e.f. July 31.2012.

The company has also moved their Corporate Office from B - 60. Sector - 57. Noida - 201301 to their own office building at B - 66. Sector - 60. Noida - 201301.

The company has also shifted their Mumbai Regional Office along with the BGILStucfco from 801- 804 Heritage Plaza. Opp. Indian Oil Nagar. J.P. Road. Andheri (W) Mumbai-40053 Mumbai to their own purchased property located at B-504. Mourya House. Off. New Link Road. Behind Crystal Plaza. Oshiwara Andheri (W) Mumbai-400053

RESIGNATION OF MR. APRAN TALWAR, CEO OF THE COMPANY.

During the year Mr. Arpan Talwar. CEO of the company resigned from he post and Board accepted the same resignation and thanks for rendering valuable services imparted during his tenure. AWARDS & ACCOLADES

During the year company has received the following recognitions:

1. DELOITTE Technology Fast 50 India 2011 for fastest growing and dynamic technology companies in India.

2. Deloitte Fasl 500 Asia Pacific Award.

3. Your company has qualified as finalist in Economic Times 'Leader of Tomorrow Award'2012".

4. ISO 9001.2008 certification has been renewed for the second successive year.

5. Your company has renewed their membership to APSA and Other Industrial Associations. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public during the period under reference.

RE - APPOINTMENT OF DIRECTORS

In accordance with the provisions of the Companies Act. 1956 and the Article 131 Articles of Association of the Company. Ms. Arti Bhatia Directors retire by rotation and. being eligible, offer herself for re-appointment at the 18' Annual General Meeting. The Board of Directors recommends the re-appointment of Ms. Arti Bhatia the resolution for her re-appointment as director of the Company is included in the notice of the Annual General Meeting. None of the Directors of the Company is disqualified under section 274( 1)(g) of the Companies Act. 1956.

Mr. Anil Kapoor, a [Director liable to rebreed by rotation.

APPOINTMENT OF NEW DIRECTOR

Mr. Kamal Kishor Singh as Additional Director w.e.f. 29th August. 2012 and eligible to regularize in the ensuing Annual General Meeting of the Company.

AUDITORS REPORT

The observation made by the Auditors in the* report is self explanatory and does not require any clarification.

AUDITORS

M/s SNMG & Co., Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment as the Auditors of the Company. The Company received confirmation that their appointment, if made, would be within the limits prescribed under section 224( 1B) of the Companies Act 1956 and also that they are not otherwise disqualifies within the meeting of Section 226 ( 3) of the Companies Act. 1956. for such re- appointment.

PARTICULARS OF EMPLOYEES

There is no employees whose particulars are required to be given in the terms of provisions of Section 217(2A) of the Companies Act. 1956 lead with the Companies (Particulars of Employees) Rules. 1975.

CORPORATE GOVERNANCE

The amendments to the Companies Act. 1956 and the listing agreements executed with the Stock Exchanges request compliance with specified Corporate Governance practices. The detailed Report on Corporate Governance approved by the Directors pursuant to clause 49 of the listing agreement with stock exchanges, your company has obtained certificate from the Practicing Company Secretary of the company, for the compliance of the Corporate Governance, which is annexed and forms part of this annual report.

INTELLECTUAL PROPERTY RIGHTS

During the year under review the Company had applied for tour Intellectual Property Rights(IPRs) in the software(s) namely Library Automation S Management System. Student Information System, Club Management System and Food Court Management System, adding to a total number of IPR filed registered product numbers to 18.

CONSERVATION OF TECHNOLOGY AND ABSORPTION

Since the Company does not on any manifesting facility, the provision of Section 217(1 He) of the Companies Act. 1956 read with the Companies (Disclosure of Particulars in the report of Board of Director) Rules 1988. are not applicable.

FOREIGN EXCHANGE EARNINGS & OUTGO

The details of Foreign Exchange Earnings and Outflow during the Year under review are as below.

Particular 31.03.2012 31.03.2011

Earning in Foreign Currency:

Sale of Software

(Including exchange rate fluctuation gain) 1,72,72,292 NIL

Expenditure in Foreign Currency:

Purchase of Hardware 5,20,853 12.92.240

Foreign Travelling 3,70,000 NIL

DIVIDEND:

Since your Company needs to converse capital at this stage keeping in view its expansion plans, the Board of Directors have decided to plough back the profits achieved in the year under review, into the operations of the Company. Therefore, no dividend is recommended for the year ended March 31st. 2012.

RESERVES:

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

PUBLIC DEPOSITS

The Company has not accepted any public deposits u/s 58A of the Companies Act. 1956 during the period under review.

STATEMENT UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

There is no employee in the Company, drawing salary beyond the limit as specified under section 217 (2A) OF THE Companies Act. 1956.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217J2AA) OF THE COMPANIES ACT 1956:

Pursuant to the requirement of Section 217 (2AA) OF THE Companies Act. 1956. Your Directors wish to state that:

1. That in the preparation of the Annual Accounts foe the financial year ended 31st March 2012 the applicable accounting standards had been followed along with proper explanations relating to material departures.

2. That the Directors had selected the accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of State of Affairs of the Company at the end of the Financial Year and of the profit of the company for the year 2011 -2012.

3. That the Directors had 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 preventing and detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts for the financial year ended is on a Going Concern basis.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the wholehearted cooperation received from the customers and the Bankers of the Company and foe the value advice and supported received from the other business Associates.

The Directors also wish to thank all the employees at all the levels of their services.

By the Order of the Board

For Bharatiya Global Infomedia Limited

Place: New Delhi Sd/-

Date : 29/8/2012 Rakesh Bhhatia

(Chairman-cum-Mg. Director)


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Seventeenth Annual Report together with the audited Statements of Accounts for the financial year ended on 31st March, 2011.

Financial Results

The Financial Results of the Company for the period under review are as summarized below. The previous figures in the Financial Statements have been regrouped, wherever necessary.

(Rs. In Lacs)

For the For the Particulars Year ended Year Ended 31st March 31st March 2011 2010

Income from operations 7096.32 4631.12

Other Income 4.31 5.59

Total Income 7100.63 4636.71

Total Expenditure 6415.92 4227.74

Profit before Tax 684.71 408.97

Less: Provision for taxation 137.28 84.33

Less: Deferred tax 84.61 46.15

Profit after tax 462.81 278.48

Amount available for

appropriation 477.52 278.23 Add: Balance as per last

Balance sheet 880.34 602.10

Surplus available 1357.86 880.34 Amount Transfer to

General Reserve 135.78 0.00 Surplus carried to

Balance Sheet 1222.07 880.34

Paid Up Equity Share Capital 912.31 684.23

Reserves & Surplus 2347.62 2098.18

The Board of Directors are pleased to state that during the year ended on 31st March 2011, the Company has made best use of the market forces and has taken advantage of the business opportunities that has come its way. During the financial year ending 31st March, 2011 under review, the total revenues increased to Rs. 7100.63 Lacs from Rs. 4636.71 Lacs in the previous financial year ended on 31st March 2010. The operating profit earned during the year is Rs. 684.71 Lacs and Profit after Tax is Rs. 462.81 Lacs against Rs. 408.97 & Rs.278.48 Lacs respectively as compared to last year. The improvement in performance of the Company may be attributed to greater focus on archiving operating efficiencies, cost containment and concentration of product ft with high margins. -

OPERATIONS

BGIL''s IT division have been rapidly expanding its presence across industry verticals, viz. Telecom, e-Governance, BFSI, Power, Media & Entertainment, Retail, Healthcare, Infrastructure, Railways, Education, Homeland security, Cooperative banks and Defense.

Our Media & Entertainment Division has a Digital Post Production Studio, known as BGIL Studio at Andheri (West), Mumbai. It is an integrated end to end Film''s Post Production and Visual Effects Services House. It offers services ranging from visual effects, digital film lab (digital intermediate, high- resolution film scanning and film recording) and editing and motion control to High Definition production.

The income from IT Division increased to Rs. 6,846.48 lakhs in FV 2010-11 from Rs. 4,361.87 lakhs in FY 2009-10. During FY 2010-11, we launched 11 new products-toll management system, canteen management system, asset tracking system, employee tracking system, parking management system, parking guidance system, smart campus system, visitor management system, intelligence mast controller system, file tracking system and laptop tracking system. During the same period, we also added a number of global system integrators as our customers who contributed to the increase in the income from operations. The income from Media & Entertainment Division in FY 2010-11 is Rs. 253.31 lakhs.

SHARE CAPITAL Authorised Share Capital

During the year authorized share capital of the company increased from Rs.7,00,00,000/- (Rupees Seven Crore) divided into 70,00,000 (Seventy Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs.16,50,00,000 (Rupees Sixteen Crore Fifty Lacs) divided into Rs.1,65,00,000 (Rupees One Crore Sixty Five Lacs) by creation of 95,00,000 (Ninety Five Lacs) Equity Shares of Rs.10/- (Rupees Ten) each, and ranking pari-passu with existing equity shares of the company.

ISSUE OF BONUSSHARES

Bonus issue made by the Company as on 27.08.2010 in their Board Meeting of the Company of 22,80,777 (Twenty Two Lac Eighty Thousand Seven Hundred and Seventy Seven) Equity Shares of Rs. 10/-(Rupees Ten) each aggregating of Rs. 2,28,07,770/-(Two crore Twenty Eight Lac Seven Thousand Seven Hundred and Seventy Only). Pursuant to this, Paid-Up Capital of the Company has been increased to Rs. 9,12,31,100/- (Nine Crore Twelve Lac Thirty One Thousand One Hundred) consisting to 91,23,110 (Ninety One Lac Twenty Three Thousand One Hundred and Ten) Equity Shares of Rs. 10/-(Rupees Ten) each.

INITIAL PUBLICOFFER

Company has received the SEBI Final observation vide its letter no CFD/DIL/Bharatiya/12409/2011 dated April 13, 2011 with reference to the draft offer document filed with SEBI and further process related to Public issue is going on in accordance with the Companies Act, 1956 and SEBI (ICDR) Regulations, 2009.

DIVIDEND

Keeping in view the expansion plans of the Company, the Board of Directors of the Company have not recommended dividend on equity shares for the year ended March 31, 2011.

CHANGE OF SITUATION OF REGISTERED OFFICE WITHIN SAME CITY

The registered office of the Company has been changed from, 601, 6th Floor, 6 Devika Tower, Nehru Place, New Delhi-110019 to 623,6th Floor, 6 Devika Tower, Nehru Place, New Delhi- 110019 w.e.f. August 12, 2010 for operational convenience.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the publicduringthe period under reference.

APPOINTMENT OF NEW DIRECTORS

Mr. Sanjay Kapoor, Mr. Harjit Singh Anand, Mr. Anil Kapoor and Mrs.Jaya Misra appointed as a Additional Director w.e.f. 1st September 2010 shall be retire by rotation subject to confirmation as a Director in the ensuing Annual General Meeting.

COMPANY SECRETARY

During the year under review, Mr. Kumar Pushkar is appointed by the Board of Directors as Company Secretary of the Company w.e.f 21st August, 2010 in place of Mr. Rakesh Bhhatia, who resigned as a Company Secretary of the Company w.e.f. 21st August, 2010.

AUDITORS REPORT

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

AUDITORS

M/s SNMG & Co., Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment as the Auditors of the Company. The Company received confirmation that their appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956 and also that they are not otherwise disqualifies within the meeting of Section 226 (3) of the Companies Act, 1956, for such re- appointment.

PARTICULARS OF EMPLOYEES

There is no employees whose particulars are required to be given in the terms of provisions of Section 217(2A) of the

Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OFTECHNOLOGY AND ABSORPTION

Since the Company does not own any manufacturing facility, the provision of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Director) Rules 1988, are not applicable.

and of the Profit of the Company for the Financial Year 2010-2011.

3. Your Directors had taken proper and sufficient care for the maintenance of adequate Accounting records for the year ended 31st March, 2011 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

4. Yours Directors had prepared Annual Accounts for the Year 2010-2011 on the Going Concern basis.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the wholehearted cooperation received from the customers and the Bankers of the Company and for the value advice and supported received from the other business Associates.

The Directors also wish to thank all the employees at all the levels of their services.

By the Order of the Board

For Bharatiya Global Infomedia Limited



Sd/-

Place : New Delhi Rakesh Bhhatia

Date : 03/06/2011 (Chairman-cum-Mg. Director)

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