bgil films technologies ltd Management discussions

Outlook

The Indian economy looks positive and seems promising in terms of its growth prospects. The overall macroeconomic stability and growing consumer demand indicators suggest that the economy is well positioned to take on future challenges. Here again, rising fuel prices and higher inflation, definitely pose the risk of challenges. But despite all the difficulties, India continues to be an attractive space for investors as an alternate manufacturing destination for specific industries; Information Technologies, Broadcasting, Manufacturing Industry and the Agriculture Sector. And this is what provides hope to the Indian growth story. We expect India to grow 6.7% per year from fiscal 2024 to fiscal 2031, catapulting GDP to $6.7 trillion from $3.4 trillion in fiscal 2023. Per capita GDP will rise to about $4,500.

Global media and entertainment industry overview

The industry is offering a better consumer experience by implementing a bundling approach where TV and OTT are trying up together. This has led to a marginal increment in subscription trends, with revenues growing. Digitalization has further opened doors for a variety of integrated offerings to various subscribers- gaming, shopping and several other digital services. The M&E industry has further diversified business and partnerships with third parties, which also include the next gen digital assets (NFTs non-fungible tokens). This aims to create a gearwheel to subscribers portfolios, drive new customers to sign up, and build the D2C model to connect directly with the subscribers.

Indian Media and Entertainment industry

Digital engagement in the industry has demonstrated great growth supported by globalization, liberalization and privatization, resulting in significant changes in the industry. Digital media has transformed the M&E industry in recent years to a huge extent. A majority of these changes have taken place in studios disseminating marketing content artists engaging with fans and consumers interacting with their content.

The industry is witnessing rising consumer spending huge for media penetration in both urban and rural areas and changing aspirations and lifestyles. have TV sets and only 90 million users are present on OTT platform. The TV and OTT have turned a point of connection for interactions and film releases.

Company overview

BGIL Films & Technologies Limited has been one of the Hindi/English content production houses in India with a strong foothold across TV, Movies; but could not do much since Covid-19. BGIL Films has re-launched its long-time pending web-based portal by providing technical know-how in partnership, namely ‘www.waytostardom during the year (beta testing is on) which is a part of its robust business model (Integrated Media Plan). The commercialization of the same has t been started yet, its previous name was ‘bgilnext.com but due to resources and other miscellaneous constraints company decided to launch the same with more features in due course of time. Company had following divisions:

Opportunities and threats Opportunities

Indias media and entertainment industry is expected to touch $73.6 billion in size by 2027, growing at 9.48% CAGR, according to the Global Entertainment & Media Outlook 2023-2027, report launched by multinational professional services network PwC (Price Waterhouse Coopers International Ltd).

• Revenue from TV advertisements is showcasing a stable growth which widens the Companys revenue generation sources and provide ample opportunity for the Company. Company has been trying to get its empanelment with various state Govt and PSUs to render the activities of advertisement, planning and managing various events etc.

• Demand for regional content has shown a robust growth in the past few years.

Threats

• The increasing adoption of pirated content can have a significant negative influence on the business, and is a major threat.

• Demand for our entertainment services may be affected by changes in technology and consumer consumption trends.

Human resource

At BGIL Films & Technologies Limited, the creative minds are considered true assets for the business and losing them could have a material adverse effect on the Companys performance. The Company encourages skill development and fosters its human capital as its greatest resource and the primary force for shaping the future of the Company. Therefore, it strives to discover and retain talented people to enhance operational abilities.

The company enjoys the support of a committed and a satisfied human capital.

Internal control system and adequacy

The Company has in place well-established policies and procedures for internal control of operations and activities. It continuously strives to integrate the entire organization - from strategic support functions to core operational functions.

The Company has put in place a set of standards that enables it to implement internal financial control across the organization and ensures that the same are adequate and operating effectively. The findings and recommendations of the statutory and internal auditors are periodically reviewed by the Board, which suggests corrective actions based on them when required. The Audit Committee of the Board of Directors is also active in the system of checks and balances that ensure the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

Cautionary statement

The statements made in the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations may be “forward looking statements” within the meaning of applicable securities laws & regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand-supply and price conditions in the domestic & overseas markets in which the Company operates, changes in the government regulations, tax laws & other statutes & other incidental factors.

Report on Corporate Governance

A report on Corporate Governance, in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘‘Listing Regulations), is outlined below.

COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE

In your Company, Corporate Governance embraces the tenets of trusteeship, accountability and transparency. Adherence to each of these principles has set a culture in the Company, wherein good Corporate Governance underlines interface with all stakeholders. In addition to compliance with regulatory requirements, the Company endeavors to ensure that highest standards of ethical and responsible conduct are met across the organization.

The Companys philosophy on Corporate Governance is as under:

• Ensure that quantity, quality and frequency of financial and managerial information, which the Management shares with the Board, places the Board Members fully in control of the Companys affairs.

• Ensure that the Board exercises its fiduciary responsibilities towards internal and external stakeholders, thereby ensuring high accountability.

• Ensure that the extent to which the information is disclosed to present and potential investors is maximized.

• Ensure that the Board, the employees and all concerned are fully committed to maximizing long-term value to the shareholders and the Company through ethical business conduct.

• Ensure that the Board continues in its pursuit of achieving its objectives through the adoption and monitoring of corporate strategies and prudent business plans.

CODE OF CONDUCT

The Company has laid down a Code of Conduct for the Directors and Senior Management of the Company and a Code of Conduct for Independent Directors. The Code of Conduct suitably incorporates the duties of Independent Directors of the Company. The Code has been posted on the website of the Company. A declaration to the effect that the Directors and Senior Managerial Personnel have adhered to the same, signed by the Whole Time Director of the Company, forms part of this Report, which along with the Auditors certificate on Compliance of Listing Regulations by the Company is annexed to this report. Declaration from Independent Directors affirming Compliance with the Code of Conduct for Independent Directors has also been received.

BOARD OF DIRECTORS

The Board of Directors is entrusted with the ultimate responsibility of the management, general affairs, direction and performance of the Company, and has been vested with requisite powers and authorities to discharge its fiduciary duty of safeguarding the interests of the shareholders. The Board exercises its powers either directly or through Committees. Policy formulation, setting up of goals and evaluation of performance and control functions vest with the Board, while the Committees oversee operational issues. The Board and respective Committees also discharges its responsibilities/ duties as enlisted under the Listing Regulations and other applicable laws.

COMPOSITION

The Board of your Company has an appropriate mix of Executive, Non- Executive Directors and Independent Directors. Further, Chairman of the Company is an Executive Director.

The composition of the Board represents an optimal mix of professionalism, knowledge and experience so as to enable the Board to discharge its responsibilities and provide effective leadership to the business. Brief profile of each of the Directors is available on the Companys website at https://www. bgilfilms.com/board-of- directors.php.

The Boards actions and decisions are aligned with the Companys best interests. In the opinion of the Board, all the Independent Directors are independent of the management and satisfy the criteria of independence as defined under the Companies Act, 2013 (the “Act”) and Listing Regulations.

The names and categories of the Directors on the Board, their attendance at Companys Board Meetings and its Annual General Meeting during the financial year 2022-23 and also the number of Directorships and Committee Memberships/Chairmanships held by them in various Companies as on March 31, 2023 are given below:

Name	Designation	Independent/Non- Independent	Shareholding as on 31st March, 2023	Board Meetings Attended	Whether present at Previous AGM held On 30th Sep 2022
Mrs. Arti Bhatia	Chairman	Executive	1,85,653	4	Yes
Mr. Harjit Singh Anand	Director	Independent	Nil	4	Yes
Mr. Karn Rajhans	Director	Independent	Nil	4	Yes
Mr. Rohit Kaushik2	Director	Independent	Nil	4	Yes
Mrs. Payal Kuthari*	Director	Independent	Nil	3	Yes
Mr. Ashok Kumar Juneja**	Director	N on-Independent- Non-Executive	Nil	4	Yes

• Mrs. Payal Kuthari has resigned from the directorship of the Company on 30^th May, 2023

• Mr. Ashok Kumar Juneja has resigned from the Directorship of the Company on 30^th May, 2023

BOARD PROCEDURE

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy, apart from other matters, as may be required to be considered by the Board from time-to-time. The Board / Committee Meetings are pre-scheduled and tentative dates of the Board and Committee Meetings are informed well in advance to facilitate Directors to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Boards approval is taken by passing resolution by circulation, as permitted by law, which is noted and confirmed in the subsequent Board/Committee meetings.

Board/Committee Meetings of the Company follow a structured agenda. The Company Secretary, in consultation with the Chairman, Managing Director, Chief Executive Officer and Chief Financial Officer prepares the agenda of the Meetings. All major agenda items, along with relevant and comprehensive background information, are sent in advance to enable the Board to take informed decisions. Any Board member may, in consultation with the Chairman and with the consent of all Directors present at the Meeting, bring up any matter for the consideration of the Board. Management executives make presentations on relevant issues and provide comprehensive updates on the operations of the Company, business plans, legal matters and answer the queries, if any, raised by any Director.

The Board reviews all information that it is required to as per the applicable laws and such information is discussed in detail and then taken on record/approved by the Board after due deliberations. Quality debates and participation by all Directors and invitees are encouraged at Board/Committee meetings. The Board engages with the Management during business review and presentations, and provides constructive suggestions and guidance on various issues, as may be required from time-to-time. The Board periodically reviews Compliance Reports to ensure adherence to laws and regulations applicable to the Company.

Prior approval from the Board is obtained for circulating the agenda items with shorter notice for matters that form part of the Board and Committee agenda and are considered to be in the nature of Unpublished Price Sensitive Information.

BOARD INDEPENDENCE

Our definition of ‘Independence of Directors is derived from Section 149(6) of the Companies Act, 2013 and Regulation 16 of the Listing Regulations. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationships disclosed, all Non-Executive Directors as on March 31, 2023, except Mr. Ashok Kumar Juneja, Mrs. Arti Bhatia, are Independent. The Independent Directors have submitted declarations that they meet the criteria of Independence laid down under the Companies Act, 2013 and the Listing Regulations. The Board of Directors have assessed the same and taken on record their Independence criteria. The Independent Directors do not have any material pecuniary relationship or transaction with the Company, or its Executive Directors, Promoters, or Management, which may affect their judgement.

During the year under review, Mrs. Payal Kuthari (DIN: 07180228), Independent Director of the Company resigned from the Board due to personal and professional commitments. There was no other material reason for her for stepping down from the Board before the expiry of his term as an Independent Director.

In case of appointment/re-appointment of Independent Directors of the Company, formal appointment letters containing the terms and conditions of Independence are issued in the manner provided under the Companies Act, 2013 and the Listing Regulations. The terms and conditions can be accessed on the Companys website at https://www.bgilfilms.com. Pursuant to Regulation 25 of the Listing Regulations and the Companies Act, 2013, a meeting of the Independent Directors was held on February 13, 2023, without the presence of NonIndependent Directors and the Management Personnel, to inter-alia:

• Review the performance of Non-Independent Directors and the Board as a whole;

• Review the performance of the Chairperson of the Company, taking into account the views of Executive

Directors and Non-Executive Directors;

• Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Boards business. The Board / Committee Meetings are pre-scheduled and tentative dates of the Board and Committee Meetings are informed well in advance to facilitate Directors to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Boards approval is taken by passing resolutions by circulation, as permitted by law, which is noted and confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board / Committee meetings is prepared by the Company Secretary in consultation with the Chairman and the Managing Director of the Company. The Agenda is circulated at least 7 days prior to the date of the meeting. The Agenda for the Board and Committee meetings cover items set out as per the guidelines in Listing Regulations to the extent it is relevant and applicable. The Agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

Prior approval from the Board is obtained for circulating the agenda items with shorter notice for matters that form part of the Board and Committee agenda and are considered to be in the nature of Unpublished Price Sensitive Information.

During the year under review, 4 (four) meetings of the Board of Directors were held, the dates being May 30, 2022, August 14, 2022, November 12, 2022, February 11, 2023. The maximum time gap between any two meetings was not more than one hundred twenty days.

Dates of Board Meetings held during the financial year 2022-2023

S. No. Date of Board Meetings

1 May 30^th 2022

2 August 14^th, 2022

3 November 12^th, 2022

4 February 11^th, 2023

Declaration by Independent Directors

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has received necessary declarations from each Independent Director that he meets the criteria of independence in terms of the above-mentioned provisions.

Independent Directors Meetings

In terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall meet at least once in a year, without the presence of Executive Directors and members of the management. During the year, the Independent Directors met on February 13^th 2023 and inter-alia discussed:

• The performance of Non-Independent Directors and the Board as a whole;

• The performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non- Executive Directors; and

• The quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

FAMILIARIZATION PROGRAMME OF DIRECTORS

The Company has a familiarization program for its Independent Directors. The Independent Directors are familiarized of their roles, rights, and responsibilities in the Company, nature of industry in which the Company operates and business model of the Company through such programmes. The details of such familiarization program have been disclosed on the Companys website at http://www.bgilfilms.com.

MECHANISM FOR EVALUATING BOARD MEMBERS

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board works with the Nomination and Remuneration Committee to lay down the Evaluation criteria for the Performance Evaluation of Executive/Non-Executive/ Independent Director. During the year under review, a structured questionnaire was circulated to the Members of the Board for seeking feedback from the Directors on various aspects such as Boards & Committees functioning, knowledge & skills of the Board of Directors, managing relationships, fulfillment of independent criteria by Independent Directors, leadership & strategy formulation by Executive Directors etc. The questionnaire of the survey is a key part of the process of reviewing the functioning and effectiveness of the Board & Committee and for identifying possible paths for improvement. The Chairman of the Board shared the feedback with the Members about the results of the performance evaluations at the Board Meeting.

COMMITTEES OF THE BOARD

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities which concern the Company and need a closer review. The Minutes of the Meetings of all Committees are placed before the Board for review. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by Members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action.

The Board has currently established the following Statutory Committees:

AUDIT COMMITTEE

The Audit Committee provides direction to the Audit and Risk Management function in the Company and monitors the quality of Internal Audit and Management Audit.

The terms and composition of the Audit Committee are as per the guidelines set out in the Listing Regulations read with Section 177 of the Companies Act, 2013.

Terms of Reference

The responsibilities of the Audit Committee include overseeing the financial reporting process to ensure proper disclosure of financial statements, recommending appointment, remuneration and terms of appointment of Auditors and approving payment for any other services rendered by the Statutory Auditors, reviewing the Annual Financial Statements and Auditors Report before submission to the Board, reviewing the Quarterly Financial Statements before submission to the Board, evaluation of internal financial controls and risk management systems, reviewing adequacy of internal audit function, structure and staffing of the internal audit function, reviewing findings of internal investigations and discussing the nature and scope of audit as well as post-audit discussion with external auditors, reviewing functioning of Whistle Blower Mechanism and such other responsibilities as set out in Section 177 of the Companies Act, 2013 and Part C, Schedule II of Listing Regulations.

In addition to the above, the Audit Committee mandatorily reviews the following:

• Managements discussions and analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;

• Management letters/letters of internal control weaknesses issued by the Statutory Auditors;

• Internal audit reports relating to internal control weaknesses;

• The appointment, removal and terms of remuneration of the Internal Auditor; and

• Statement of deviation(s):

a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations; ,if any

b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the Listing Regulations. ,if any

Composition

Name of the Members	Designation	Nature of Membership
Mr. Harjit Singh Anand	Independent Director	Chairman
Mrs. Arti Bhatia	Executive Director	Member
Mr. Rohit Kaushik	Independent Director	Member
Mr. Karn Rajhans	Independent Director	Member

Meetings and Attendance

During the year under review, Audit Committee held 4 (four) meetings, the dates being May 30, 2022, August 14, 2022, November 12, 2022 and February 11, 2023. The details of the attendance thereat are as follows:

Name	Category	No. of meetings held during the year
		Held	Attended
Mr. Harjit Singh Anand	Independent	4	4
Mr. Rohit Kaushik	Independent	4	3
Mrs. Arti Bhatia	Executive	4	3
Mr. Karn Rajhans	Independent	4	3

The Statutory Auditors and Internal Auditors of the Company are invitees to the Audit Committee Meetings. The Audit Committee holds discussions with the Statutory Auditors on the limited review of the quarterly and half yearly accounts of the Company and yearly Audit of the Companys accounts, Auditors Report and other related matters. The report of the Internal Auditor is also reviewed by the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

Terms of Reference

The Committee is entrusted with the following role and responsibilities:

1. Formulation of criteria for determining qualifications, positive attributes & independence of a Director and to recommend to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

2. Formulation of criteria for evaluation of Board, Committee and Individual Directors including Independent Directors.

3. Devising a policy on Board diversity.

4. Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria lie down and recommend to the Board their appointment and removal.

5. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

6. Recommend to the Board, all remuneration payable to Senior Management.

Performance evaluation criteria for Independent Directors

In accordance with the Companies Act, 2013 and Listing Regulations, the Committee has laid down the following criteria to evaluate the performance of Independent Directors:

1. Knowledge to perform the role;

2. T ime and Level of Participation;

3. Performance of Duties and Level of Oversight;

4. Professional Conduct and Independence.

Feedback on each Director is encouraged to be provided as a part of the survey. Composition

Name of the Members	Designation	Nature of Membership
Mr. Harjit Singh Anand	Independent Director	Chairman
Mrs. Arti Bhatia	Executive Director	Member
Mr. Rohit Kaushik	Independent Director	Member
Mr. Karn Rajhans	Independent Director	Member

Meetings and Attendance

During the year under review, the Nomination & Remuneration Committee held four (4) meetings, the dates being May 30, 2022, August 14, 2022, November 12, 2022 & February 11, 2023. The details of the attendance thereat are as follows: -

Name	No. of meetings held during the year
	Held	Attended
Mr. Harjit Singh Anand	4	4
Mr. Rohit Kaushik	4	3
Mrs. Arti Bhatia	4	3
Mr. Payal Kuthari	4	3
Mr. Karn Rajhans	4	1

# Mrs. Payal Kuthari has resigned from the board on 30-05-2023.

Remuneration Policy:

The Remuneration Committee is vested with all the necessary powers and authority to ensure appropriate disclosure on the remuneration of Whole-time Directors and to deal with all elements of Remuneration package of all such Directors.

STAKEHOLDERS GRIEVANCE/RELATIONSHIP COMMITTEE Terms of Reference

The Committee is entrusted with the following roles and responsibilities:

1. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

2. Resolve the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

3. Review of measures taken for effective exercise of voting rights by shareholders.

4. Review the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

Composition

Name of the Members	Designation	Nature of Membership
Mr. Harjit Singh Anand	Independent Director	Chairman
Mr. Payal Kuthari	Independent Director	Member
Mrs. Arti Bhatia	Executive Director	Member
Mr. Rohit Kaushik	Independent Director	Member
Mr. Karn Rajhans	Independent Director	Member

# Mrs. Payal Kuthari has resigned from the board on 30-05-2023.

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Meetings and Attendance

During the year under review, Stakeholder/ Grievance Committee held 2 (two) meetings, the dates being May 30, 2022 and February 14, 2023. The details of the attendance thereat are as follows:

	No. of meetings held during the year
Name	Held	Attended
Mr. Rohit Kaushik	2	2
Mr. Harjit Singh Anand	2	2
Mrs. Arti Bhatia	2	2
Mrs. Payal Kuthari	2	1

# Mrs. Payal Kuthari has resigned from the board on 30-05-2023. WOMEN GRIEVANCE COMMITTEE

Terms of Reference

The Women Grievance Committee constituted to deal with all complaints and allegations of sexual harassment at workplace.

Composition

Name of the Members	Designation	Nature of Membership
Mr. Arti Bhatia	Executive Director	Member
Mrs. Payal Kuthari	Independent Director	Member
Mr. Harjit Singh Anand	Independent Director	Member

# Mrs. Payal Kuthari has resigned from the board on 30-05-2023.

Compliance Officer

Akhileshwar Singh, Group Head Secretarial is the Compliance Officer under Listing Regulations.

Shareholders Complaints during the financial year 2022-23.

There is no complaint from the Shareholders during the financial year 2022-23.

GENERAL BODY MEETINGS:

Annual General Meeting

During the preceding three years, the Companys Annual General Meetings were held through Video Conferencing/other Audio Visual Means.

The date and time of Annual General Meetings held during last three years are as follows:

Date	Location	Time
30.12.2020	Video Conferencing/Other Audio Visual Means	12:30 pm
30.09.2021	Video Conferencing/Other Audio Visual Means	01:00 pm
30.09.2022	Video Conferencing/Other Audio Visual Means	09:45 am

MEANS OF COMMUNICATION:

i) Publication of quarterly results

The Unaudited Quarterly/Half Yearly Financial Results are announced within forty-five days of the close of the quarter. Pursuant to SEBI Circular dated SEBI/HO/CFD/CMD1/OR/P/2020/106 dated June 24, 2020, the Annual Audited Financial Results were announced after sixty days from the close of the financial year as per the requirements of the Listing Regulations. The aforesaid financial results are sent to BSE Limited (BSE) and are published in Financial Express (All India) and Jansatta (Regional Daily) within forty-eight hours

after they are approved by the Board. Simultaneously, they are also put on the Companys website and can be accessed at http://www.bgilfilms.com.

ii) Website and New releases

The Annual Report of the Company, the quarterly/half yearly results, the annual results, and presentations made to the Institutional Investors and Analysts of the Company, information required to be disclosed under Regulation 30(8) and 46 of the Listing Regulations are also placed on the Companys website www.bgilfilms.com.

The Company informs to BSE all price sensitive matters or such other matters, which in its opinion are material and of relevance to the members and subsequently issues a Press Release in this regard.

DISCLOSURES

i) Related Parties Transactions

There have been no materially significant related party transactions between the Company and its Promoters, Directors or their relatives, the Management, subsidiaries. In line with requirement of Companies Act, 2013 and Listing Regulations, your Company has formulated a policy on Related Party Transactions which is also available at Companys website http://www.bgilfilms.com.

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. This policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review. Prior omnibus approval is obtained for Related Party Transactions on an annual basis for transactions which are of repetitive nature and /or entered in the ordinary course of business and are at arms length. All Related Party Transactions entered during the year were in ordinary course of the business and on arms length basis except those transactions forming part of Form AOC-2.

Transactions with the related parties are disclosed in ‘Notes forming part of the financial statements.

ii) Disclosure of Pending Cases/ Instances of Non- Compliances

The Company has complied with the requirements of the Stock Exchanges, SEBI and other Statutory Authorities on all matters relating to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or other Statutory Authorities relating to the above.

iii) Compliance with the Discretionary Requirements under Regulation 27 read with Part E of Schedule II

The Board of Directors periodically reviews the compliance of all practicable laws and steps taken by the Company to rectify instances of non-compliance, if any. The Company is in compliance with all mandatory requirements of Listing Regulations.

iv) Vigil Mechanism / Whistle Blower Policy

The Company has established Whistle Blower Policy for its Directors and Employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct and is displayed on Companys website at http://www.bgilfilms.com. The Company takes cognizance of complaints made and suggestions given by the employees and others. Even anonymous complaints are looked into and whenever necessary, suitable corrective steps are taken. No personnel have been denied access to the Audit Committee of the Board of Directors of the Company.

v) Subsidiary Company

The Company has no formulated a policy for determining material subsidiaries which is disclosed on the Companys website.

vi) Prevention of Insider Trading

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) the Company has in place Code of Internal Procedures and Conduct for Regulating, Monitoring, and Reporting of Trading by Designated Persons (“Code”), Code of Conduct for Fair Disclosures of Un-published Price Sensitive Information and Policy and Procedure for dealing with Leak or Suspected Leak of Unpublished Price Sensitive Information (UPSI), which may be accessed at

http://www.bgilfilms.com to deter the instances of insider trading in the securities of the Company based on the Un-published Price Sensitive Information.

The Company has implemented software to track the trading of securities carried out by the employees of the Company. A system generated report is prepared by the Service Provider after comparing with Benpos Report to determine cases of any violation of the PIT Regulations and Code.

vii) Prevention of Sexual Harassment at Workplace Policy

The Company has in place Prevention of Sexual Harassment at Workplace Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, Redressal) Act, 2013 and the Rules made thereunder. The Company has zero tolerance towards any action on the part of any executive which may fall under the ambit of “Sexual Harassment” at workplace and is fully committed to uphold and maintain the dignity of every executive working in the Company.

The Policy provides for protection against sexual harassment at workplace and for prevention and redressed of such complaints.

viii) CEO/CFO Certification

As required under Regulation 17(8) of the Listing Regulations, a Certificate from Mrs. Arti Bhatia, Whole Time Director and Mr. Jamuna Prasad Sharma, Chief Financial Officer of the Company, on the Financial Statements of the Company is annexed to this report.

ix) Certificate from Practicing Company Secretary

The Company has obtained a Certificate from M/S. AKP & Associates confirming that no Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority is annexed to this report.

x) Compliance with Mandatory Requirements

The Company has complied with the requirements specified in Regulation 17 to 27 and Clauses (b) to (i) of sub - regulation (2) of Regulation 46 of Listing Regulations.

General Shareholder Information

a) Thirty-Fourth Annual General Meeting:

Date	September 30th, 2023
Time	09:30 A.M.
Means	Video Conferencing/Other Audio-Visual means.
Financial Year	April 1, 2022 to March 31, 2023
Book Closure	September 22nd, 2023 to September 30th, 2023 (Both days inclusive).
Listing on Stock Exchanges	Bombay Stock Exchange (BSE)
ISIN Number	INE443D01018
Registered office	44, 2nd Floor, Regal, Connaught Place, New Delhi-110001

b) Registrar and Share Transfer Agents:

In order to attain speedy processing and disposal of share transfers and other allied matters, the Board has appointed M/s. Mas Services Limited as the Registrar and Share Transfer Agents of the Company. Their complete postal address is as follows:

M/s. Mas Services Limited.

T-34, 2^nd Floor, Okhla Industrial Area,

Phase-II, New Delhi-110020 Tel:+91-11-26387281/82/83 F axNo.+91-11-26387384 Email: masserv@yahoo.com

c) Company Secretary and Compliance Officer:

Name of the Compliance Officer	Mr. Akhileshwar Singh
Address	B-66, Sector-60,Noida-201301, (U.P)
Contact telephone	+91-0120-4227792/95
E-mail	bgilfilms@bgilinfo.com

d) Share Transfer and Transmission system:

The trading in Equity Shares of the Company is permitted only in dematerialized form. Share Transfers in physical form are registered and return within 15 days from the date of receipt, if documents are in order in all respects.

e) Investor Correspondence:

Shareholders can contact the following officials for secretarial matters of the Company:

Name	E-Mail ID	Telephone Number
Mr. Akhileshwar Singh	bgilfilms@bgilinfo.com	+91-01204227792

Following is the address for correspondence with the Company:

BGIL Films & Technologies Limited

44, 02^nd Floor, Regal building, Connaught Place, New Delhi-110001 B-66, Sector-60, Noida-201301 (U.P.)

E-mail: bgilfilms@bgilinfo.com