Bharatiya Global Infomedia Ltd Directors Report.

Dear Shareholders,

Your Directors are happy in presenting the Twenty-Fourth Directors Report together with the audited Standalone & Consolidated financial Statements for the year ended 31st March 2018.

Financial Results

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

(Amount in lakh)

PARTICULARS FOR THE FINANCIAL YEAR ENDED 31st March 2018 FOR THE FINANCIAL YEAR ENDED 31st March, 2018 FOR THE FINANCIAL YEAR ENDED 31st March 2017 FOR THE FINANCIAL YEAR ENDED 31st March 2017
STANDALONE CONSOLIDATED STANDALONE CONSOLIDATED
Income from operations 3141.31 3141.31 4020.75 4027.75
Other Income 3.86 5.54 4.12 5.80
Total Income 3145.18 3146.86 4024.87 4033.55
Total Expenditure 2923.75 2925.65 3724.25 3732.31
Profit before depreciation, Interest and tax 221.43 221.21 300.62 301.24
Less: Interest 44.39 44.39 41.34 41.45
Less: Depreciation 161.95 162.18 179.01 179.31
Profit before Tax 15.08 14.63 80.27 80.48
Less: Provision for Taxation 3.02 3.02 15.29 15.29
Less: Deferred Tax 5.13 5.13 (1.56) (1.56)
Less: Exceptional Items NIL NIL (21.16) (21.16)
Profit after tax and extra ordinary items for the period 6.93 6.49 87.69 87.90
Other Comprehensive Income 0.23 0.23 0.56 0.56
Total Comprehensive Income for the period 7.16 6.72 88.25 88.46

The Board of Directors hereby state that during the financial year ended on 31st March 2018, Total Consolidated Revenue for the fiscal year 2017-18 was Rs. 3146.86 Lakh and Earnings before depreciation, Interest and tax are Rs. 221.43 Lakh. Due to change in provision of depreciation as per Schedule II of Companies Act 2013 Loss after tax and extraordinary item is Rs. 6.93 Lakh.

STATE OF COMPANY AFFAIRS :

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 order dated August 8, 2014 has been disposed -off by SAT vide its order dated 20.11.2017, the other appeal before the SAT (Securities Appellate Tribunal) against the order of Adjudicating Officer dated 17th April,2014 is still pending.

The details of the objectives for IPO and its fund deployment status as on 31.03.2018 and 30th September 2018 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 2018 Actual Utilization Till 30th September 2018
1 Setting up our Offices 989.60 989.60 754.80 774.80
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 1055.06 1025.06
8. Cash & Escrow Bank Account & Investment ICD - - 587.37 597.37
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 ICDs, 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 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.

SECRETARIAL AUDIT

The Board has appointed M/s AKP& ASSOCIATES, Company Secretaries to conduct Secretarial

Audit pursuant to provision of Section 204 of the Companies Act 2013 for the financial year

2017-2018. The report of the Secretarial Auditor is attached as Annesure-1 to do this report. Observation made in the Secretarial Auditors Report are self-explanatory and do not call for any comments.

RESIGNATION:

Mr. Ankit Shrishbhai Mehta has resigned from the Board during the year 2018. Mr. Sudhir Kumar Singh has resigned from the post of CFO.

EXTRACT OF ANNUAL RETURN:

An extract of the Annual Return of the Company in prescribed form MGT-9 is annexed herewith, as Annexure-2.

DIVIDEND:

No dividend is recommended for the year ended March 31st, 2018.

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.

COMMITTEES 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 Bhatia 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. Mr. Rakesh 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. Sanjay Kapoor Chairman
2. Mr. Rakesh Bhatia Member
3. Mr. Harjit Singh Anand Member

BOARD & COMMITTEE MEETINGS

The board met 6 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.

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.

POLICY ON DIRECTORS APPOINTMENT / REMUNERATION OF DIRECTORS / KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

The Nomination and Remuneration Committee constituted by the Company has formulated criteria for determining qualifications, positive attributes and independence of the Directors.

The Committee has also recommended to the Board a Policy relating to remuneration ensuring:

(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate key managerial personnel of the quality required to run the company successfully;

(ii) relation of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives, appropriate to the working of the Company and its goals.

STATUTORY AUDITORS

M/s SAMPRK & Associates, Chartered Accountants,(Firm Registration No. 013022N) New Delhi, are being re-appointed as Statutory Auditors of the Company from conclusion of this

Annual General Meeting (AGM) to the conclusion of next Twenty-fifth 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.

MANAGEMENT DISCUSSION AND ANALYSIS:

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

PARTICULARS OF EMPLOYEES

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

CORPORATE GOVERNANCE

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

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

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

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

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

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

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient control of its business, including adherence to the Companys 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 Companys 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 INR)

Particulars 31.03.2018 31.03.2017
Earning in Foreign Currency :
Sale of Software Nil Nil
(Including exchange rate fluctuation gain)
Expenditure in Foreign Currency :
Purchase of Hardware Nil 37,267

DIRECTORS RESPONSIBILITY STATEMENT

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

1. In preparation of the Annual Accounts, the applicable Indian Accounting Standards (Ind AS) 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 WORK PLACE (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.

EXPLANATION OR COMMENTS ON QUALIFICATION ETC., BY AUDITORS AND COMPANY SECRETARY IN PRACTICE:

There is no qualification, reservation or adverse remark or disclaimer made by the Auditors in the Auditors Report or by the Company Secretary in Practice in Secretarial Audit Report needing explanation or comments by the Board. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

ANNUAL EVALUATION BY THE BOARD:

On the recommendation of the Nomination and Remuneration Committee, the Board has finalized the Evaluation Process to evaluate the entire Board, Committees, Executive Directors and Non-Executive Directors. The method of evaluation, as per the Evaluation Process, is to be done by internal assessment through a detailed questionnaire to be completed by individual Directors. In accordance with the Companies Act and the Listing Requirements, the evaluation is done once in a year, after close of the year and before the Annual General Meeting.

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 note no 18 of the financial statements.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS:

There is no significant or material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future

EXTENSION OF AGM

During the year the Company has obtained an extension of time for holding its Annual General Meeting (AGM) for adoption of accounts and other related activity for financial year ended on 31.03.2018.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statements 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-3.

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-4 (a).

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-4 (b).

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

The Company has adopted a framework on Related Party Transactions ("RPT") for the purpose of identification and monitoring of RPTs. Details of material contracts or arrangements or transactions with Related Parties on an arms 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-5. Further, details of Related Party Transactions as required to be disclosed by Indian Accounting Standards (Ind AS)–24 on "Related Party Disclosures" specified under Companies (Indian Accounting Standards) Rules, 2015, are given in the Note No. 32 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 arms 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

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The Companys 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 Companys internal control system including internal financial controls.

SECRETARIAL STANDARDS:

The Company complies with all applicable secretarial standards.

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 of Directors
For Bharatiya Global Infomedia Limited
Sd/-
Place: Noida Rakesh Bhatia
Date: 14th November, 2018 (Chairman-cum-Managing Director)