b a g films & media ltd share price Directors report


To,

The Members of,

B.A.G. Films and Media Limited

The Board of Directors ("the Board") is delighted to present the 30th Annual Report on business and operations of B.A.G. Films and Media Limited ("the Company") along with the Audited Financial Statements for the financial year ended March 31,2023.

1. FINANCIAL RESULTS

In compliance with the provisions of the Companies Act, 2013 (the Act) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations) the Company has prepared its standalone and consolidated audited financial statements as per Indian Accounting Standards (Ind AS) for the financial year 2022-23. The standalone and consolidated performance of the Company and its subsidiaries, for the year under review along with previous year figures are given hereunder:

(Rs in Lakhs)

Particulars Standalone Consolidated
2022-23 2021-22 2022-23 2021-22
Total Income 3,559.61 3,480.59 11,231.68 12,229.53
Total Expenditure other than Financial Costs and Depreciation 2,955.24 2,740.69 9,901.55 10,060.56
Profit before Depreciation & Financial Charges 594.08 714.28 1,301.49 2,128.02
Financial Charges 366.96 370.55 932.90 1,037.61
EBIDTA 594.08 714.28 1,301.49 2,128.02
Depreciation and Amortisation Expense 225.64 294.27 523.51 614.56
Profit before Tax 1.48 49.46 (154.92) 475.85
Provision for Tax 39.15 28.60 22.83 21.36
Profit after Tax (37.67) 20.86 (177.75) 455.08
Proposed Dividend Nil Nil Nil Nil

Notes:

I. There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

II. Previous year figures have been regrouped / re-arranged wherever necessary.

2. COMPANY PERFORMANCE/ STATE OF COMPANYS AFFAIRS

During the year under review, the Standalone revenue from operations of the Company was Rs. 3,531.71 Lakhs against Rs. 3,468.57 Lakhs during the previous financial year. As per the Consolidated Accounts, the total income decreased from Rs. 12,229.53 Lakhs to Rs. 11,231.68 Lakhs during the year. There was standalone EBIDTA of Rs. 594.08 Lakhs as against Rs. 714.28 Lakhs in previous year, whereas the Consolidated EBIDTA decreased from Rs. 2,128.02 Lakhs to Rs. 1,301.49 Lakhs during the year.

B.A.G. Films and Media Limited (hereinafter referred to as BAG) holds the unique distinction of producing programmes of all genres. We are proactive with our content pipeline and endeavor to hit new genres before the market evolves. The Company continues to focus on driving digital in every part of the business to stay in tune with technological advancements and drive efficiencies across the value chain. We are looking forward to an opportunity of renewed growth in the sector, which will allow us to deliver better quality content to consumers.

BAG with a rich industry presence of over 30 years, remains committed to its purpose of quality content for different age groups, formats, media and news and nonnews platforms. The Company creat content of wide range from movies, daily soaps, drama and comedy to OTT.

BAG has the capacity to create content for varied genres and viewers across age groups. Your Company pitched content production to various OTT platforms including MX player, Applause and others.

We have constantly built relationships across the news and entertainment industry which allows us to identify new avenues and markets. Our in house expertise along with strong partnerships in the content creation, aggregation and distribution system enabled us to create and deliver engaging content at a competitive cost and sustain in these unprecedented times.

3. COVID-19 IMPACT AND SAFTY

As Covid-19 receded this year, fully vaccinated employees came back to the office in a calibrated manner and office operations were reinstated. We continue to monitor the Covid-19 situation across locations and provide inputs / guidance from time to time in accordance with the government directives.

The priority of the Company during this period has been to safeguard the health and well-being of employees, customers and communities at large while managing business operations as efficiently as possible. The Company has assessed the likely impact of the pandemic on the business.

Company was continuously working to minimise the impact of the pandemic. To mitigate the adverse impact of COVID-19 on the business, the Company continued with its strategy to manage costs, cash flows and maintain adequate liquidity. While traditional and outdoor mediums of distribution of content, continue to be unavailable; the home consumption mediums, such as television channels and OTT platforms have gained even more popularity and viewership.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the Company.

5. DIVIDEND

The Board has not recommended and paid any dividend for the financial year 2022-23.

6. GENERAL RESERVE

The Company has not transferred any amount to General Reserve for the financial year ended March 31,2023.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In terms of Section 125 of the Act, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. During the year under review, the Company has no unclaimed and/or unpaid dividend amount which remain unclaimed or unpaid for a period of seven years or more.

Any shareholder whose shares or unclaimed dividend have been transferred to the Fund, may claim the shares under provision to Section 124(6) or apply for refund under Section 125(3) or under proviso to Section 125(3), as the case may be, to the Authority by making an application in Web Form IEPF - 5 available on website at www.iepf.gov.in.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (i) Composition of Board of Directors:

The Board of the Company is comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time.

As on March 31,2023, the Company had six Directors comprising of three Independent Directors, two Non-Executive Directors and one executive as a Chairperson and Managing Director (CMD), details thereof have been provided in the Corporate Governance Report.

Besides, Ms. Anuradha Prasad Shukla, the Chairperson and Managing Director, the Board of the Company has one woman Independent Director, viz. Ms. Urmila Gupta.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Companys businesses for effective functioning. The list of key skills, expertise and core competencies of the Board of Directors is detailed in the Corporate Governance Report.

In the opinion of the Board, all the directors, as well as the directors appointed / re-appointed during the year possess the requisite qualifications, experience and expertise and hold high standards of integrity. Criteria for determining qualification, positive attributes and independence of a director is given under the NRC Policy.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for attending meetings of the Board / Committee of the Company.

During the year under review, Mr. Anil Kapoor, Director of the Company had sad demised as on 21.04.2022.The Board recorded his appreciation for the assistance and guidance provided during his tenure as Director of the Company.

(ii) Key Managerial Personnel:

As on March 31, 2023, the Key Managerial Personnel (KMP) of the Company as per Section 2(51) read with section 203 of the Act were as follows:

Name Designation
Ms. Anuradha Prasad Shukla Chairperson and Managing Director
Mr. Ajay Jain Chief Financial Officer
Mr. Rajeev Parashar Company Secretary and Compliance Officer

(iii) Appointment/ Reappointment of Directors made during FY 2022-23:

In accordance with Regulation 17(1 C) of the SEBI Listing Regulations, with effect from January 1, 2022, approval of the shareholders for appointment of a person on the Board of Directors is required to be obtained either at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. The approval of the shareholders of the Company was required within three months for appointment of director.

Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board approved the appointment/re-appointment of the following Directors, during FY 2022-23 and such appointment/ re-appointment were also approved by the Members at the 29th Annual General Meeting held on August 29, 2022 ("29th AGM"):

1. Mr. Chandan Kumar Jain: (DIN:09605901), who was appointed by the Board as an Additional Director under the category of Non-Executive, Independent Director with effect from May 30, 2022, was appointed as a Non- Executive Director of the Company at the 29th AGM. The Members also approved the appointment of Mr. Chandan Kumar Jain as an Independent Director of the Company for a term of five years commencing from May 30, 2022 up to May 29, 2027.

The Board affirmed that Mr. Chandan Kumar Jain meet the criteria of independence as provided in Section 149(6) of the Act, including rules framed thereunder, as well as Regulation 16(1)(b) of the SEBI Listing Regulations.

2. Mr. Sanjeev Kumar Dubey (DIN: 03533543) who was appointed by the Board as an Additional Director under the category of Non-Executive Director with effect from May 30, 2022, was appointed as a Non- Executive Director of the Company. The Members also approved the appointment of Mr. Sanjeev Kumar Dubey as a Non-Executive Director of the Company at the 29th AGM.

3. Ms. Anuradha Prasad Shukla (DIN 00010716), Executive Director of the Company, who retired by rotation in terms of Section 152(6) of the Act was re-appointed at the 29th AGM.

(iv) Retirement by rotation:

In line with the provisions of section 152 of the Act and the Articles of Association of the Company, Mr. Sudhir Shukla (DIN: 01567595), retires by rotation at the ensuing 30th AGM and being eligible, for reappointment.

Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard 2 are provided in the Notice of the ensuing 30th AGM of the Company.

(v) Confirmation and Declaration from Independent Directors:

The Company has received declarations from all its Independent Directors, confirming that they meets the criteria of independence as prescribed under Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of the SEBI Listing Regulations and they continue to comply with the Code of Conduct laid down under Schedule IV of the Act. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Directors have further confirmed that they were not debarred from holding the office of the director under any SEBI order or any other such authority.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of technology, digitalisation, television & broadcasting, human resources, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold highest standards of integrity.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered with the databank maintained by the India Institute of Corporate Affairs.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the chairperson was evaluated, taking into account the views of executive director and non-executive directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated. Details of Familiarization Programme for the Independent Directors are provided separately in the Corporate Governance Report.

9. BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board and of its Committees and the Non-Executive Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The performance of the Executive Director is evaluated on the basis of achievement of their Key Result Areas. The Board of Directors has expressed its satisfaction with the evaluation process.

10. NUMBER OF MEETINGS OF THE BOARD

The Board meets on regular interval to discuss and decide on the Company/business policy and strategy apart from other Board business. During the year under review, the Board of Directors of your Company met six times. The intervening gap between the Meetings was within the period prescribed under the Act. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Committees of the Board of Directors

As required under the Act, and the SEBI Listing Regulations, the Company has constituted the following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

In addition to the above, the Board has formed an ESOP Committee and Securities Committee to review specific business operational matters and other items that the Board may decide to delegate.

Details of all the Committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, forming part of this Annual Report.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 134(3)(c) and 134(5) of the Act with respect to Directors Responsibility Statement, the Directors confirm that: -

a) In the preparation of the annual financial statement for the financial year ended March 31, 2023, the applicable accounting standards had been followed with no material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the loss of the Company for that year ended on that date;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts of the Company on a going concern basis;

e) They have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. SUBSIDIARY COMPANIES

The Company has four subsidiaries as on March 31,2023. There is no associate company within the meaning of Section 2(6) of the Act.

There is no changes in number of subsidiaries of the Company either by acquisition or otherwise during the year under review. The details of the business of key operating subsidiaries during FY 2022-23 are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

News24 Broadcast India Limited

News24, a 24 hours National Hindi free to air Hindi news channel operating through its subsidiary, News24 Broadcast India Limited, has consistently maintained healthy market share in Hindi News Genre and is available throughout India on cable and DTH platforms includes Tata Play, Dish TV, and Airtel Digital. In the age of social media, News24 has been able to maintain its credibility and has gained immense of popularity.

News24 is immensely popular on digital and social platform like Facebook, YouTube, Twitter, etc.

News24, is also available throughout West Asia and the MENA Region on DU network across Middle East and North Africa including Algeira, Baharin, Chad, Djibouti, Egypt, Iraq, Iran, Jorda, Kuwait, Lebnan, Libya, Mauritania, Morocco, Oman, Qatar, Saudia Arabia, Somalia, North Sudan, Syria, Tunisia, U.A.E. & Yemen.

The Company further strengthened its presence in the Hindi heartland with the populority of its regional News channel - NEWS24 MPCG through its subsidiary News24 Broadcast India Limited. Madhya Pradesh (MP) & Chhattisgarh (CG) is one of the key news markets which have a population of roughly more than 150 million and their news appetite has been growing unceasingly. NEWS24 MPCG has become the leading Hindi News Channel in Madhya Pradesh & Chattisgarh.

E24 Glamour Limited

E24, a 24 hours Entertainment channel operating through its subsidiary E24 Glamour Limited. E24 is available throughout Hindi speaking market (HSM) on cable and on DTH platforms such as Airtel & Tata Play.

E24, is also available throughout West Asia and the MENA Region on DU network across Middle East and North Africa including Algeira, Baharin, Chad, Djibouti, Egypt, Iraq, Iran, Jorda, Kuwait, Lebnan, Libya, Mauritania, Morocco, Oman, Qatar, Saudia Arabia, Somalia, North Sudan, Syria, Tunisia, U.A.E. & Yemen.

E24 helps build deep rooted connection of people from India - subcontinent to their homeland.

The music and news genre has been facing considerable heat and stiff competition from digital and social media platforms. This competition along with increased cost of music royalties has rendered streaming music and related content unviable, forcing a re-jig into content planning. Your channel focused on regional movies and content to reduce costs and dependence on Bollywood contents.

Skyline Radio Network Limited

The Company has FM radio stations, on frequency 106.4 operating through its subsidiary Skyline Radio Network Limited in Hissar, Karnal, Patiala, Ranchi, Muzaffarpur, Dhule, Jalgaon, Ahemednagar, Simla and Jabalpur. Radio industries is recovering from impact of COVID-19 crisis. The management is exploring various options to sustain and build revenues. The Company is exploring collaboration with other radio players in order to increase revenues and optimise costs.

BAG Network Limited

BAG Network Limited is a wholly owned subsidiary of the Company. The Company is dormant and like previous year has not carried out any business during the financial year.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1) (c) of the SEBI Listing Regulations as amended from time to time. The Policy as approved by the Board has been uploaded on the Companys website at the web link http://bagnetwork24.in/pdf/Policy for Detarmining Material Subsidiaries.pdf.

Consolidated Financial Statements

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules framed there under and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1 which forms part of this Annual Report. The details of basis of preparation and consideration, principle of consolidation are disclosed in Notes of Consolidated Financial Statement.

Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company including the consolidated financial statements along with relevant documents and separate audited financial accounts in respect of subsidiaries, are available on the companys website www.bagnetwork24.in. The subsidiary companies documents will also be available for inspection at Companys website at www.bagnetwork. in.

13. ANNUAL RETURN

Pursuant to Section 134(3)(a), the Annual Return of the Company for the financial year ended March 31, 2023, is hosted on the website of the Company and can be accessed at https://bagnetwork24.in/pdf/BAGFILMS Form MGT 7 31.03.2023.pdf.

14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Energy Conservation Measures Taken by the Company

The provisions of Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014, relating to Conservation of Energy do not apply to the Company. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible and regularly upgrade old equipment with energy-efficient equipment.

Technology Absorption

The provisions of Section 134(3)(m) of the Act, relating to Technology Absorption do not apply to the Company. The Companys research and development initiative mainly consists of ideation of new subjects for our content production business, which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifiable.

The Company is an integrated player in the media & entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible to deliver superior production value, as a regular process.

15. FOREIGN EXCHANGE EARNING AND OUTGO

During the financial year 2022-23, your Companys foreign exchange earnings was Rs. 1,20,000.00 and foreign exchange outgoings were Rs. 35,97,166.00.

16. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant and material orders passed by the Regulators/ Courts/ Tribunals impacting the going concern status and Companys operations in future.

17. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Based on the framework of internal financial controls and systems of compliance which are established and maintained by the Company, audits conducted by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and reviews by the Management and the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2022-23.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 134(3)(g) of the Act, a statement containing details of loans, guarantee and investment made under Section 186 of the Act and the SEBI Listing Regulations, for the Financial Year 2022-23 are given in the Financial Statements forming part of this Annual Report.

19. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

Risk management is embedded in BAGs operating framework. The Company believes that risk resilience is key to achieving higher growth. To this effect, there is a process in place to identify key risks across the Company and priorities relevant action plans to mitigate these risks.

The Company has duly approved a Risk Management Policy. The objective of this Policy is to have well-defined approach to risk. The Policy lays down broad guidelines for timely identification, assessment and prioritisation of risks affecting the Company in the short and foreseeable future. The Policy suggests framing an appropriate response action for the key risks identified, so as to make sure that risks are adequately addressed or mitigated. The audit committee has additional oversight in the area of financial risks and controls. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

The said Risk Management Policy is also available on the companys website at the web link http://bagnetwork24. in/pdf/Whistle Blower Policy.pdf

In terms of Regulation 21 (3A) of the SEBI Listing Regulations, one meeting of the Risk Management Committee of the Company was held during the year under review wherein the management confirmed that the Company on regular basis assesses, evaluates and monitors the risks-both internal and external associated with various aspects of its business and takes necessary mitigating steps, wherever possible to manage such risks.

20. DISCLOSURE OF DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2022-23 in terms of Chapter V of the Act.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company believes in voluntary commitment to Corporate Social Responsibility initiatives, though mandatory contribution is not yet applicable on the company. The Company shall report the same and shall submit the relevant report as and when they become applicable.

22. NOMINATION AND REMUNERATION POLICY

The Company has the Nomination and Remuneration Policy for selection & appointment of Directors, senior management and their remuneration in compliance with provisions of section 178 of the Act and Regulation 19 of the SEBI Listing Regulations as amended from time to time.

The Nomination and Remuneration Policy of Directors, Key Managerial Personnel and other Employees (NRC Policy) of the Company is a comprehensive policy which is in consonance with the industry practices. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives.

The Companys Nomination and Remuneration Policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Act, is available on our companys website at the web

link http://bagnetwork24.in/pdf/Nomination and Remuneration Policy.pdf

23. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions that were entered by the Company during the financial year under review, were on arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transaction as approved by the Board of Directors, in line with the requirements of the Act and the SEBI Listing Regulations, has been uploaded on the Companys website at the web link https:// bagnetwork24.in/pdf/Related Party Transactions Policy.pdf. None of the directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

The Policy intends to ensure that proper reporting approval and disclosure processes are in place for all transactions between the Company and related parties. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and are at Arms Length Price.

The particulars of related partys transactions referred to in sub-section (1) of section 188 of the Act and Regulation 23 of the SEBI Listing Regulations as amended including certain arms length transactions under third proviso thereto are disclosed in Form No. AOC-2 in Annexure I forming part of the Boards Report.

24. DISCLOSURE OF VIGIL MECHANISM

The Company has a vigil mechanism through Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees of the Company in conformation with section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations to report concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy to the Audit Committee. There is no restriction for reporting any such occurrence and all the employees have uninterrupted access for reporting their concern in confidence to the Audit Committee. The details of the Whistle Blower Policy are posted on the website of the Company at www.bagnetwork24.in.

25. POLICIES

The updated policies adopted by the Company as per statutory and governance requirements are uploaded on website of the Company at www.bagnetwork24.in.

26. AUDITORS AND AUDITORS REPORT

(i) Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, M/s. Kumar Khare & Co., Chartered Accountants (ICAI Firm Registration No 006740C), were appointed as Statutory Auditors of the Company for a term of five consecutive years to hold office till conclusion of the 29th AGM of the Company held in the calendar year 2022. The period of office of M/s. Kumar Khare & Co. has expired on 29th AGM of the Company.

During the year under review, the Board has, after evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc at its meeting held on July 26, 2022 on the recommendation of Audit Committee, has recommended to the Members, the appointment of M/s Joy Mukherjee & Associates, Chartered Accountants (ICAI Registration No. 006792C) as Statutory Auditor of the Company for a period of five years from the conclusion of 29th Annual General Meeting till the conclusion of 34th Annual General Meeting of the Company.

As per the requirement of the Act, as amended, M/s Joy Mukherjee & Associates, Chartered Accountants have given their consent to act as the Statutory Auditor of the Company and confirmed that the appointment is within the limits specified under Section 141(3)(g) of the Act and is not disqualified to be appointed as Statutory Auditor in terms of the provisions of the Section 139 and 141 of the Act, the Chartered Accountants Act, 1949 and the rules made thereunder.

(ii) Qualification in Auditors reports

M/s Joy Mukherjee & Associates, Chartered Accountants has submitted their report on the financial statements of the Company for the financial year ended March 31, 2023 which forms part of this Annual Report. They have issued an unmodified audit opinion without any qualification, reservation or adverse remark.

(iii) Internal Auditors

The Board in its meeting hold on May 19, 2022 appointed M/s Gaurav Saxena & Co. as an Internal Auditor to conduct Internal Audit with effect from 01.04.2022.

(iv) Secretarial Auditors and their Reports

Pursuant to the provisions of Section 204 of the Act and the rules made thereunder, the Company has appointed M/s Balika Sharma & Associates, a firm of Company Secretaries in Practice (C.P.No. 3222) to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2023.

Pursuant to the provision of section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, a Secretarial Audit Report in Form No. MR-3 for the financial year ended March 31, 2023 submitted by them is annexed as Annexure II and forms an integral part of this Report. The said Report does not contain any qualification, reservation, disclaimer or observation requiring explanation or comments from the Board under Section 134(3) of the Act.

As per the requirements of the SEBI Listing Regulations, News24 Broadcast India Limited and E24 Glamour Limited, material subsidiaries of the Company have undertaken secretarial audit for the financial year 2022-23. The Secretarial Audit Report in Form No. MR-3 for the financial year ended March 31,2023 of the material subsidiaries does not contain any qualification, reservation or adverse remark and is attached as Annexure III and Annexure IV respectively and forms an integral part of this Report.

A Secretarial Compliance Report for the Financial year ended March 31, 2023 on compliance of applicable SEBI Listing Regulations and circulars / guidance issued there under was obtained from M/s Balika Sharma & Associates and submitted to the stock exchanges. Such Report is annexed as Annexure V which forms as internal part of this Board Report.

(v) Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Internal Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

27. LISTING

The equity shares of the Company are listed with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). There are no arrears on account of payment of listing fee to the Stock Exchanges.

28. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements.

As per Regulation 34(3) of the SEBI Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from companys Statutory Auditors certify on compliance with corporate governance norms under the SEBI Listing Regulations, is annexed and forms an integral part of this Annual Report.

29. COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis report on your Companys performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, is provided in separate section and forms an integral part of this Annual Report.

31. CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) applicable to Directors, Independent Directors and Senior Management Personnel. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company. A copy of the Code has been put on the Companys website www.bagnetwork24.in.

The Company has formulated a Code of Conduct to regulate, monitor, report trading by designated persons to deter the insider trading in the securities of the Company based on the unpublished price sensitive information. The said Code envisages procedures to be followed and disclosures to be made while dealing in the securities of the Company. The said policy was updated and adopted by the Board of Directors pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

Besides, the Company has also formulated code of Practice and Procedures for fair disclosure of Unpublished Price Sensitive Information in addition therewith pursuant to Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations, 2015. These codes are applicable to Directors/officers/connected person/designated employee of the Company and their immediate relatives. The full text of the Code is available on the website of Company under "Code of Conduct & Policies" and can be accessed at Companys website www.bagnetwork24.in.

32. CAPITAL STRUCTURE

The authorized share capital of the Company as on March 31, 2023 was Rs. 550,000,000/- divided into 275,000,000 Equity Shares of Rs. 2/- each.

The paid up Equity Share Capital as on March 31,2023 was Rs. 395,836,180/- (including calls in arrear of Rs. 170,341/-) divided into 197,918,090 equity shares of Rs. 2/- each.

During the year under review, the Company neither issued any shares with differential voting rights nor issued sweat equity shares.

33. REMUNERATION OF DIRECTORS AND EMPLOYEES

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

The information required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is available for inspection on company website at www.bagnetwork24. in up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH ACT)

The Company has always believed in providing a safe and harassment free workplace for every individual working in Companys premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace which is in line with the requirements of POSH Act. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The Company has also constituted ICCs at all its locations, to inquire into complaints of sexual harassment and recommend appropriate action. No complaint has been registered with the Company during the year under review.

35. OTHERS

The Directors state that no disclosure or reporting is required in respect of the following items, during the year under review:

1. Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

2. No material events, changes, commitments have occurred between the end of Financial Year 2022-23 and the date of this Report which have effect over the financial position of the company.

36. ACKNOWLEDGEMENTS

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our viewers, bankers, financial institutions, business associates, members and other stakeholders for their continued support to the Company.

For and on behalf of the Board of Directors of B.A.G. Films and Media Limited
Anuradha Prasad Shukla
Place : Noida Chairperson and Managing Director
Date : May 29, 2023 DIN: 00010716