Mar 31, 2016
Dear Shareholders,
The Directors are happy in presenting the Twentieth Second Directorâs 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 ICDâs, 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 Auditorâs 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 (âSEBIâ).
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 (âNRCâ) 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 Companyâs 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 Companyâs 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 |
DIRECTORSâ 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 (âRPTâ) for the purpose of identification and monitoring of RPTs. Details of material contracts or arrangements or transactions with Related Parties on an armâs 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 âRelated Party Disclosuresâ 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 armâs 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 Companyâs 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 Companyâs 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 à 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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