BGIL Films & Technologies LimitedMrs. Jaya Misra Executive Director Mr. Harjit Singh Anand...

BGIL Films & Technologies Limited

25th Annual Report 2013-14

ContentsNotice 02

Directors’ Report 13

Management discussions and Analysis 15

Report on Corporate Governance 18

Financial Statements

Auditors’ Report 27

Balance Sheet 30

Statement of Profit & Loss 31

Cash Flow Statement 32

Notes 33

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CoRPoRAte InFoRMAtIonBOARD OF DIRECTORSMr. Rakesh BhhatiaChairman

Mrs. Jaya Misra Executive Director

Mr. Harjit Singh Anand Independent Director

Mr. Rajeev Kumar Independent Director

Mr. Ashok Kumar Juneja Independent Director

Mr. Vimal Kumar Srivastava Non-Independent Non-Executive Director

CORPORATE OFFICEB-66, Sector-60,Noida-201301Uttar Pradesh (U.P.), India. Tel: 0120-4227792Fax: 0120-4227791Website: www.bgilfilms.com

REGISTRAR & SHARE TRANSFER AGENTM/s Mas Services Limited.T-34, 2nd Floor, Okhla Industrial AreaPase-II, New Delhi-110020Tel: 011-26387281/82/83.Fax No. 011-26387384

COMPANY SECRETARYMs. Renu kamra

AUDITORSM/s SNMG & Co. Chartered Accountants

BANKERSAxis Bank Limited

REGISTERED OFFICEB-13 LGF, Amar Colony, Lajpat Nagar-IV, New Delhi-110024

REGIONAL OFFICEB-504, Morya House, New Link Road, Behind Crystal plaza, Oshiwara Andheri (w), Mumbai-400053

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notICe to the 25th AnnuAl geneRAl MeetIngNOTICE is hereby given that the 25th Annual General Meeting (AGM) of the members of BGIL Films & Technologies Limited will be held at 3.45 P.M. on Monday, the 29th September 2014, at A-81, Bipin Chandra Pal Memorial Trust, C.R. Park, New Delhi-110019, to transact the following business:

Ordinary Business

Item No. 1- Adoption of financial statementsTo receive, consider and adopt the financial statements of the Company for the year ended March 31, 2014,including the audited Balance sheet as at March 31, 2014, the statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors (the Board) and Auditors thereon.

Item No. 2- Re-Appointment of DirectorTo appoint a Director in place of Mr. Rakesh Bhhatia (DIN: 00046983) who retires by rotation and is eligible for reappointment.

Item No.3- Appointment of Auditors.To re-appoint auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the fourth consecutive Annual General Meeting and to fix their remuneration and to pass the following resolution thereof:

“RESOLVED THAT, pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, and pursuance to the recommendations of the audit committee of the Board of Directors, M/s SNMG & Co., Chartered Accounts (Firm Registration No. 004921N), New Delhi, be and are hereby re-appointed as the Auditors of the Company, to Hold Office from the conclusion of this Annual General Meeting to the conclusion of the fourth consecutive Annual General Meeting (subject to ratification of the appointment by the members at every AGM held after this AGM) and the Board of Directors be and are hereby authorized to fix such remuneration as may be determined by the audit committee in consultation with the auditors, to be agreed upon between the auditors and the Board of Directors.

Special Business:Item No.4- Appointment of Mrs. Jaya Misra (03224759) as a Director, liable to retire by rotation and also a Whole-time Director

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Section 149 of the Companies Act, 2013,and rules made there under and the Articles of Association of the Company, Mrs. Jaya Misra, who was appointed as an Additional Director

of the Company by the Board of Directors with effect from August 14, 2014 and who holds office until the date of the AGM, in terms of Section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing from a member under section 160 of the Companies Act, 2013 signifying his intention to propose Mrs. Jaya Misra a candidate for the office of a director of the Company, be and is hereby appointed as a director of the Company liable to retire by rotation.

RESOLVED FURTHER THAT, pursuant to the provisions of Sections 196 and 197, schedule V and other applicable provisions of the Companies Act, 2013, the approval of the Company be and is hereby accorded for the appointment of Mrs. Jaya Misra, as a Whole-time director of the Company for a period of five years, with effect from August 29, 2014 on the terms and conditions as specified in the Statement pursuant to Section 102(1) of the Companies Act, 2013 annexed to this Notice and on the remuneration, which is as follows:

1. Salary per month: ` Upto a maximum of `1,25,000 p.m. (One lacs twenty Five thousand), initially started with ̀ 62,000 p.m (Sixty Two thousand), or as may be decided with the consent of the Board of Directors of the Company from time to time.

2. Perquisites and allowances :

a) Housing: House rent allowance, house maintenance allowances/ expenses, reimbursement/ payment of expenses or allowances for utilities such as Gas, Electricity water, Soft furnishing, hard furnishing & repairs, helper’s allowances, and security services.

b) Medical Expenses: Reimbursement of actual medical expenses & LTC as per the rules of the Company.

c) Contribution to Provident Fund, Superannuation Fund & Annuity Fund: Contribution to Provident Fund, Superannuation Fund & Annuity Fund, as per the rules of the Company.

d) Gratuity: Gratuity as per the rules of the Company.

e) Earned/privilege leave: As per the rules of the Company.

f) Encashment of leave: As per the rules of the Company.

RESOLVED FURTHER THAT, notwithstanding anything herein above stated where in any financial year, during the tenure of Mrs. Jaya Misra as a Whole time director of the Company, the Company incurs a loss or its profits

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are inadequate, the Company shall pay to Mrs. Jaya Misra the above remuneration by way of salary, bonus and other allowances as a minimum remuneration but not exceeding the limits specified under Section II of part II of schedule V to the Companies Act, 2013, or such other limits as may be prescribed by the Central Government from time to time as minimum remuneration.

RESOLVED FURTHER THAT, the Board be and is hereby authorized to alter and vary the terms and conditions of appointment and/ or remuneration subject to the same not exceeding the limits specified under Section 197, read with Schedule V of the Companies Act, 2013.

Item No.5 Adoption of New set of Articles of Association as per Companies Act, 2013

To consider and, if thought fit. To pass with or without modification(s), the following resolution as a Special Resolution.

“RESOLVED THAT pursuant to the provisions of section 14 and all other applicable provisions of Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any Statutory modification or amendment thereto or re-enactment thereof for the time being in force), the draft regulations contained in the Articles of Association submitted to this meeting be and are hereby approved and adopted in substitution, and to the entire exclusion, of the regulations contained in the existing Articles of Association of the Company.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds and action as may be necessary, proper and expedient to give effect to this resolution.”

Item No.6

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to the provision of sections 149,150,152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Ashok Kumar Juneja (DIN 01289206), Director of the Company whose period of office is liable to retirement by rotation as per the Companies Act, 1956 and who has submitted a declaration that he meets the criteria of independent under Section 149(6) of the Companies Act, 2013 and who is eligible for appointment and in respect of member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, whose term shall not

be subject to retirement by rotation, to hold office for a term up to three consecutive years from the date of appointment.

Item No.7 To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to the provision of sections 149,150,152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Rajiv Kumar (DIN 03600817), Director of the Company whose period of office is liable to retirement by rotation as per the Companies Act, 1956 and who has submitted a declaration that he meets the criteria of independent under Section 149(6) of the Companies Act, 2013 and who is eligible for appointment and in respect of member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, whose term shall not be subject to retirement by rotation, to hold office for a term up to three consecutive years from the date of appointment.

Item No.8 To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to the provision of sections 149,150,152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Harjeet Singh Anand (DIN 03168663), Director of the Company whose period of office is liable to retirement by rotation as per the Companies Act, 1956 and who has submitted a declaration that he meets the criteria of independent under Section 149(6) of the Companies Act, 2013 and who is eligible for appointment and in respect of member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, whose term shall not be subject to retirement by rotation, to hold office for a term up to three consecutive years from the date of appointment.

Item No.9 Approval for borrowing(s) as per Section 180(1)(c) of Companies Act, 2013


“RESOLVED THAT in supersession of the resolution passed

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under section 293(1)(d) of the Companies Act, 1956 and pursuant to Section 180(1)(c)and other applicable provisions, if any, of the Companies Act, 2013, read with the Rules framed there under, as may be amended from time to time, the consent of the members of the company be and is hereby accorded to the Board of Directors of the Company for borrowing from time to time, any sum or sums of monies, which together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the company’s bankers in the ordinary course of business), may exceed the aggregate of the paid up capital of the Company and its free reserves, that is to say, reserves not set part for any specific purpose, provided that the total outstanding amount so borrowed shall not at any time exceed the limit of ` 50 crores”

RESOLVED FURTHER THAT the Board be and is hereby authorised and empowered to arrange or settle the terms and conditions on which all such monies, are to be borrowed from time to time as to interest, repayment, security or otherwise howsoever as it may think fit and to do all such acts, deeds and things, to execute all such documents, instruments and writings as may be required to give effect to this resolution.”

Item No.10 Approval as per Section 180(1)(a) of Companies Act, 2013


“RESOLVED THAT pursuant to Section 180(1)(a) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, read with the Rules framed there under, as may be amended from time to time, the consent of the members of the Company be and is here by accorded to the Board of Directors of the Company to the creation of mortgages, charges and hypothecation or creation of security, in any other form or manner as may be necessary, on such of the assets of the company both present and future, in such manner as the Board may direct, in favor of financial institutions, investment institutions and their subsidiaries, banks, mutual funds, trusts, other bodies corporate and/or other instruments which may be issued on private placement basis or otherwise, to secure rupee terms loans together with interest thereon at the agreed rates, under the respective agreements entered / to be entered into by the Company in respect of the said borrowing.”

“RESOLVED FURTHER THAT the Board be and is hereby authorised to finalize with the Lending Agencies, the documents for creating the aforesaid mortgages, charges and/or hypothecations or any other security and to accept any modifications to or to modify, alter or vary the terms and conditions of the aforesaid documents and to do all such

acts and things and to execute all such documents as may be necessary for giving effect to this resolution.”

Item No.11 Approval as per Section 186 of Companies Act, 2013

To consider and, if thought fit. To pass with or without modification(s) the following resolution as a Special Resolution.

“RESOLVED THAT pursuant to provisions of Section 186 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as may be enacted from time to time) read with the Companies (Meetings of Board and its Powers) Rules, 2014 as may be amended, from time to time and Articles of Association of the Company, approval of Shareholders of the Company be and is hereby given to the Board of Directors for:-

(i) giving any loan to any person or other body corporate;

(ii) giving any guarantee or providing security in connection with a loan to any other body corporate or person and/ or;

(iii) acquiring whether by way of subscription, purchase or otherwise, the the securities of any other body corporate;

up to an amount, the aggregate outstanding of which should not exceed ` 50 crores (Rupees Fifty crores only), which shall be over and above the limits and may exceed 60% (Sixty per cent) of the Company’s paid-up share capital, free reserves, and securities premium or 100% (One hundred per cent) of the Company’s free reserves, and securities premium whichever is more as specified in Section 186(2) of the Companies Act, 2013.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorized to (i) negotiate and decide terms and conditions; (ii) execute necessary documents, papers, agreements etc., for investments to be made, loans / guarantees to be given and securities to be provided to any person and / or any Body Corporate;(iii) do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary, proper or desirable, (iv) settle any question, difficulty or doubt that may arise in this regard”

By order of the Board of Directors For BGIL Films & Technologies Limited

Sd/-Place : New Delhi Renu KamraDate : August 29, 2014 Company Secretary

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Notes:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT

THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL, INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PROXY FORM IS ENCLOSED. THE INSTRUMENT APPOINTING A PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to the special business to be transacted at the Meeting is annexed hereto.

3. Proxies to be effective must be received by the Company not less than 48 hours before the meeting.

4. Corporate members intending to send their authorized representatives to attend the meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend Vote on their behalf at the meeting.

5. Pursuant to provision of section105 of the Companies Act, 2013, read with the applicable rules thereon, a person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights, may appoint a single person as a proxy, who shall not act as a proxy for any other member.

6. Members are requested to bring their copies of Annual Report to the Meeting. In order to enable us to register your attendance at the venue of the Annual General Meeting, we requested you to please bring your folio no./ demat account no./DP ID-Client ID to enable us to give you a dully filled attendance slip for your signature and participation at the meeting.

7. The Registers of Members of the Company will remain closed from 26th September 2014 to 29th September, 2014.

8. Only bonafide members of the Company whose names appear on the Register of Members /Proxy holders, in possession of valid attendance slips dully filled and singed will be permitted to attend the meeting. The Company reserves its right to take all steps as may be deemed necessary to restrict non-members from attending the meeting.

9. Members/Proxies should fill in the Attendance Slip for attending the meeting and bring their Attendance Slip.

10. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

11. Members who hold shares in electronic form are requested to write their DP ID and Client ID numbers and those who hold shares in physical form are requested to write their Folio Number in the Attendance Slip for attending the Meeting to facilitate identification of membership at the Meeting.

12. Relevant documents referred in the accompanying Notice are open for inspection at the Registered Office of the Company during working hours between 11.00 a.m. and 1.00 p.m. except holidays upto the date of Annual general Meeting.

13. Members holding shares in physical form are requested to advise any change of address immediately to Company/Registrar and Transfer Agents, Mass Services Limited.

14. Details required under Clause 49 of the Listing Agreement entered with the Stock Exchanges in respect of Directors seeking appointment / re-appointment at the Annual General Meeting, are annexed to this notice.

15. Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company / Registrars and Transfer Agents, Mass Services Limited.

16. Members are requested to send all the correspondence concerning registration of transfer, transmission, sub-division, consolidation of shares or any other shares related matters and/or change in address to Company’s Registrar and Share Transfer Agent (RTA) is M/s. Mas Services Limited, T-34, 2nd Floor, Okhla Industrial Area, Phase-II, New delhi-110020

17. The details of the Stock Exchanges, on which the securities of the Company are listed, are given separately in this Annual Report.

18. No gifts will be distributed at the annual general meeting.

19. Members desirous of getting any information about accounts of the Company are requested to send their queries at the registered Office of the Company at least 10 Days prior to the Date of Meeting so that the

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requisite information can be readily made available at the meeting.

20. Members are requested to furnish their Change of address, e-mails address etc. to the Company’s Registrar and Transfer Agents viz M/s. Mas Services Limited, T-34, 2nd Floor, Okhla Industrial Area, Phase-II, New delhi-110020.

21. Members may also note that the Notice of the 25th Annual General Meeting and the Annual Report 2014 will be available on the Company’s website, www.bgilfilms.com.

22. Company to be disclosing to the Stock Exchanges, as per Clause 35A of the Listing Agreement, the details of results of voting on each of the resolutions proposed in this Notice.

23. The Company has appointed Mr. Arun Gupta, Practicing Company Secretary, to act as the Scrutinizer, to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any,

forthwith to the Chairman of the Company.

24. The results shall be declared on or after the Annual General Meeting of the Company. The results declared along with the Scrutinizer’s Report shall be available on the Company’s website within two (2) days of passing of the resolution at the Annual General Meeting of the Company and will accordingly be communicated to the Stock Exchanges.

25. PROCEDURE FOR E-VOTING The Company has entered into Central Depository

Services India Limited (CDSL) for facilitating e-voting for AGM. The instructions for e-voting are as under:

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab.

(iii) Now, select the “BGIL Films & Technologies Ltd.” from the drop down menu and click on “SUBMIT”

(iv) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(v) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders).

“Members who have not updated their PAN with the Company/Depository Participant are re-quested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN field.

“ In case the folio number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters.

Eg.If your name is Harish Kumar with folio number 100 then enter HA00000100 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

* Please enter anyone of the details in order to login

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(vi) After entering these details appropriately, click on “SUBMIT” tab.

(vii) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(viii) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(ix) Click on the EVSN for the relevant <BGIL Films & Technologies Ltd.> on which you choose to vote.

(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xiv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page

(xv) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

E-voting for Non-Individuals

(xvi) Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and are to log on to www.evotingindia.com and register themselves as Corporate Shareholders.

(xvii) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

(xviii) After receiving the login details they have to create a compliance user should be created who would be able to link the account(s) for which they wish to vote on.

(xviv) The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

(xv) They should upload a scanned copy of the Board Resolution /Authority letter etc. together with specimen signature (s) of the duly authorized signatory (ies) who are authorized to vote, in PDF format in the system for the scrutinizer to verify the same.

(xvi) The e-voting period commences on September 22, 2014 (9.00 a.m.) and ends on September 24, 2014 (6.00 p.m.). In case you have any queries or issues regarding e-voting, please contact [email protected].

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eXPlAnAtoRY stAteMent PuRsuAnt to seCtIon 102 oF the CoMPAnIes ACt, 2013Item No.4The Board at its meeting held on August 14, 2014, appointed Mrs. Jaya Misra as an Additional Director of the Company with effect from August 14, 2014, pursuant to Section 161 of the Companies Act, 2013.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mrs. Jaya Misra will hold office up to the date of the ensuing AGM. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member proposing the candidature of Jaya Misra for the office of director.

The Company has received from Jaya Misra (i) consent in writing to acts as director in form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules 2014, and (ii) DIR 8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that she is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

Further, the Board at its meeting held on August 29, 2014, appointed (subject to the approval of members in the general meeting). Jaya Misra as a Whole-time director of the Company for a period of five years commencing August 29, 2014.

The terms and conditions of his appointment are as follows:

1. Remuneration: As provided in the resolution.

2. Period of appointment: Five years beginning August 29, 2014 and ending on August 28, 2019.

3. Jaya Misra shall perform such duties as shall from time to time to be entrusted to her by the Board of Directors, subject to superintendence, guidance and control of the Board of Directors.

The resolution seeks the approval of members in terms of Sections 196 and 197 read with Schedule V and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder for the appointment of Jaya Misra as a Whole-time director for a period of five years commencing August 29, 2014.

No director, key managerial personnel or their relatives, except Jaya Misra, to whom the resolution relates, is interested or concerned in the resolution.

The Board recommends the resolution set forth in Item no.4 for the approval of the members.

Item No.5The Articles of Association of the Company as currently in force was originally adopted when the company was incorporated under the Companies Act, 1956 and further amendments were adopted pursuant to the provisions under the Companies Act, 1956. The references to specific sections of the Companies Act, 1956 in the existing Articles of Association may no longer be in conformity with the Companies Act, 2013.

Considering that substantive sections of the Companies Act which deal with the general working of the companies stand notified, it is proposed to amend the existing Articles of Association to align it with the provisions of Companies Act, 2013 including the Rules framed thereunder and adoption of specific sections sets out the model articles of association for a company limited by shares.

While some of the Articles of the existing Articles of Association of the Company require alteration or deletions, material changes that are proposed in the new draft Articles of Association are given below for ease of reference to shareholders.

S. No.

Chapter Reference as per new draft Articles of Association

Articles reference as per new draft Articles of Association

Summary of change

1. Chapter II Interpretation Definitions are appropriately modified to align with the provisions of the Companies Act, 2013

2. Chapter III Share Capital- Article 4 Article 4 is amended to state that the Authorized Share Capital of the Company shall be such amount and be divided into such shares as may from time to time, be provided in clause V of Memorandum of Association

3. Chapter IX Further issue of capital Article 74

To include offer of shares under employees stock option plan subject to applicable laws and regulations from time to time and; To enable the Company with a right to issue further shares which shall include a right to the Company to issue any instrument including shares resulting in De-pository Receipt.

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S. No.

Chapter Reference as per new draft Articles of Association

Articles reference as per new draft Articles of Association

Summary of change

4. Chapter XII Restriction on transfer of shares to more than three persons as joint holders: Articles 82

Articles 82 is amended to enable the Company to restrict the transfer of shares to more than three persons as joint holders.

5. Chapter XIII General Meeting: Article 87

Amendments are proposed to align with the provisions of the Companies Act, 2013 regarding length of the Notice calling the general meeting, requirement of to whom the notice for the general meeting needs to be given, material facts to be set out in the explanatory statements, busi-ness to be transacted at the general meetings and other general meeting matters.

6. Chapter XV voting rights: Article 111 To include voting through electronic means.

7. Chapter XVI Capitalization : Article 137

To remove redundant provisions and to align new provi-sions regarding application of funds from reserve accounts when amounts in reserve accounts are to be utilized.

8. Chapter XXI Proceeding of Board of Directors : Articles 170 to 174

Meeting of Board of Directors, quorum for the meeting, notice calling the meeting, etc including the operational parts are amended to align with the provisions of the Companies Act, 2013.

9. Chapter XXII Appointment of key Managerial Personnel : Article 184

Article 184 is introduced to align new provisions relat-ing to appointment of key Managerial Personnel (KMP) including Chief Executive Officer, Chief Financial Officer, in addition to manager and company secretary.

10. Chapter XXIV Powers of Directors : Article 190(v)

Specific powers of directors is amended to include carry-ing out CSR activities that are specified in Schedule VII of the Companies Act, 2013

11. Chapter XXIV Powers of Directors: Article 190(38)

New Articles is introduced to authorise the issue of secu-rities (including depository receipts).

12. Chapter XXVII Indemnity and Insurance to Directors and Officers

Amended to provide for indemnification to Directors and Officers.

13. Chapter XXIX Notices and Service of Documents: Article 200

Amended to align with the provisions of the Companies Act, 2013

14. General Powers The statutory provisions of the Act which permit a com-pany to do some acts “if so authorized by its Articles” or provisions which require a company to do acts in a pre-scribed manner “unless the Articles otherwise provide” have been specifically included.

Certain provisions of existing Articles of Association have been simplified by providing reference to relevant Sections to the Companies Act, 2013 and the Rules framed thereunder, to avoid repetition in its entirety.

The proposed new draft Articles of Association is being uploaded shortly on the Company’s website at www.bgilfilms.com. for perusal by the shareholders.

None of the Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the Special Resolution set out at item NO. 5 of the Notice.

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The Board recommends the Special Resolution set out at item No. 5 of the Notice for approval by the members.

Item No.6, 7 & 8Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors which came into effect from April 1, 2014, the Independent Directors shall be appointed for not more than two terms of five years each and shall not be liable to retire by rotation. The Term shall be effective prospectively.

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement.

All the Directors proposed to be appointed under these resolutions are Non-Executive Independent Directors of the Company. The period of office of these Directors was liable to determination by retirement by rotation under the erstwhile applicable provisions of the Companies Act, 1956.

In terms of Section 149 and other applicable provisions of the Companies Act, 2013, Mr. Ashok Kumar Juneja, Mr. Harjit Singh Anand and Mr. Rajiv Kumar, being eligible, offer themselves for appointment, and are proposed to be appointed as Independent Directors for a term as stated in the Resolutions.

The Board Governance, Nomination and Compensation Committee and the Board of Directors have recommended appointment of Mr. Ashok Kumar Juneja, Mr. Harjit Singh Anand and Mr. Rajiv Kumar as Independent Directors of the Company.

Mr. Ashok Kumar Juneja, Mr. Harjit Singh Anand and Mr. Rajiv Kumar non-executive independent directors of the Company, have given a declaration to the Board that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013. In the opinion of the Board, each of these Directors fulfill the conditions specified in the Companies Act, 2013 and Rules made thereunder for their appointment as Independent Directors of the Company and they are independent of the management. These Directors are not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and they have given their consent to act as Director.

Notice has been received from member(s) signifying their intention to propose appointment of these Directors along with a deposit of `1, 00,000 each.

A brief profile of Independent Directors to be appointed, including nature of their expertise and other disclosure as required under Clause 49 of the Listing Agreement, is provided at Annexure A of this Notice.

Except these Directors, being appointees or their relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolutions set out at item Nos. 6 to 8.

The Board recommends the resolution in relation to the appointment of these Directors as Independent Directors, for the approval by the shareholders of the Company.

Item No.9 & 10Under Section 180 of the Companies Act, 2013, the Board can exercise such powers only with the consent of the members of the Company by way of Special Resolution.

1) Borrowing monies on behalf of the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of the business) in excess of the aggregate of the paid up capital of the Company and its free reserves, subject to the total outstanding amount so borrowed not exceeding a sum of ` 50 crores at any point of time; and

2) Creation of a mortgage or charge for the said borrowings, as security by way of mortgage/ hypothecation on the Company’s assets in favour of lending agencies for the amount borrowed, including interest, charges etc payable thereon

The approval of the Members authorizing the Board for borrowings, as set out at item No. 9 of this Notice and securing the same by way of creation of charge, in the manner set out at Item No. 10 of this Notice, is therefore being sought, by way of Special Resolution.

The Board of Directors recommends the resolutions set out at Item no. 9 & 10 of the accompanying Notice for the approval of the Special Resolutions

None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested, financial or otherwise, in passing of the Resolutions set out in the Item No. 9 & 10.

Item No.11In the course of business, it is proposed to empower and permit the Board of Directors of the Company to grant loans, give guarantees, provide securities to and make investments in the securities of other bodies corporate which may be over and above the limits and may exceed 60% (Sixty per cent) of the Company’s paid-up share capital, free reserves, and securities premium or 100% (One hundred per cent) of the Company’s free reserves, and securities premium whichever is more as specified in Section 186(2) of the Companies Act, 2013. It is proposed to set a limit to the extent of ̀ 50 crores (Rupees 50 crores only) in this regard.

25th Annual Report11

The proposed special resolution as set out in item No.11 of the Notice is sought in view of the fact that Section 186 of the Companies Act, 2013 and the Rules made thereon requires shareholder’s approval to such proposals through special resolutions, it is necessary to obtain the shareholders’ approval by means of a special resolution.

The Board of Directors recommends the resolutions set out at Item no. 11 of the accompanying Notice for the approval of the Special Resolutions

None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned

or interested, financial or otherwise, in passing of the Resolutions set out in the Item No. 11. As per the provision to Section 102(2) of the Act it is clarified that the proposed special resolutions do not relate to or affect any other Company.


Sd/-Place : New Delhi Renu KamraDate : August 29, 2014 Company Secretary


Annexure A

DISCLOSURE AS PER CLAUSE 49 OF THE LISTING AGREEMENT FOR APPOINTMENT/RE-APPOINTMENT OF DIRECTORS. BRIEF PARTICULARS OF DIRECTORS BEING APPOINTED/RE-APPOINTED ARE AS FOLLOWS

NAME Jaya Misra Rakesh Bhhatia Ashok Kumar Juneja

Harjeet Singh Anand

Rajiv Kumar

DATE OF BIRTH 26/06/1962 11/05/1961 14/02/1955 23/03/1965 15/01/1975

DATE OF FIRST APPOINTMENT

14/08/2014 15/11/2005 12/01/2009 12/08/2013 24/08/2011

BRIEF PROFILE COVERING EXPERIENCE, ACHIEVEMENTS ETC

She has has done post-graduate di-ploma course from the Institute of Pro-ductivity and Man-agement, Lucknow, India And has also done advanced training in Personnel Management from Carl Duisberg Ge-sellschaft, Germany. She has more than 26 Years of Work-ing experience, out of which 11 years of experience in the field of marketing, human resources, training & consult-ing. During her Pro-fessional occurrence, she worked with companies like NIS Sparta Ltd. And also associated Hewitt Associates, a North American HR Con-sulting firm. Besides being a corporate trainer, she has been a visiting faculty at some of the Man-agement Institute for teaching Organiza-tional Dynamics and Life Skills.

He has years has more than 24 years experience in Corpo-rate Law & Finance, Information Tech-nology, Investment Banking and activi-ties relating to Media & Entertainment. He is M. Com, Fellow Member of The In-stitute of Companies Secretaries of India and Fellow Member of All India Manage-ment Association. He is a Chairman of the Board. He is also a Managing Director of our group Compa-ny namely Bharatiya Global Infomedia Limited.

He is an eminent advocate having multiple degrees in-cluding Bachelor in Law, a fellow mem-ber of Institute of Company Secretaries of India, an associate member of Cost Ac-countants of India, Diploma in Business Finance& Post Grad-uate in Commerce. H e has an experi-ence of more than 39 years in Corpo-rate Laws, Finance, Legal, Commercial, Merchant Banking, Information Technol-ogy (IT) & Manage-ment He has strong leadership quality and have the distinct ability to manage complex scenario under aggressive time frame, playing a pivotal role in the core management group at the corpo-rate level.

He has PHD in In-ternational Business Management from Canterbury UK. He is Chairman MRCC Hu-man Rights Deptt. And member of Indi-an Merchant Cham-ber of Commerce & Industry has vast experience in various fields including En-tertainment Industry.

He holds an master degree in commerce is a Fellow Chartered Accountant and Company Secretary. He has an experi-ence of over 9 years with specialization in the field of Corporate laws, Accounting and Finance.

SHARES HELD IN THE COMPANY

NIL 642024 5000 NIL 4000


DIReCtoRs’ RePoRtTo

The Members,

The Directors submit Annual Report of BGIL Films & Technologies Limited (the Company) with the Audited Financial Statements for the financial year ended March 31st, 2014.

FINANCIAL RESULTS

(` in Lacs) Particulars Financial Year Ended

March 31, 2014Financial Year Ended

March 31, 2013Gross IncomeInformation Technologies/services 1325.88 1241.00 Media 162.16 177.40Other Income 6.45 6.71Increase/ Decrease in Stock 36.36 12.11 TOTAL INCOME 1530.85 1437.22Less:TOTAL EXPENDITURE 1435.67 1327.72Profit before depreciation, Interest & Tax 95.18 109.50Less: Interest 0.62 1.48 Depreciation 92.89 92.28Profit Before Tax (PBT) 1.66 15.74Tax expenses including deffered tax (12.23) 18.92Profit after Tax and Extraordinary items 14.68 (3.18)Balance brought forward from previous Year 320.16 323.33Balance carried forward 334.84 320.15

TRANSFER TO RESERVESThe Board of Directors does not recommend any transfer to reserves for the period under review.

DIVIDEND As the distributable profits are insufficient; therefore, it is recommended to plough back the same for the future growth of the company.

Company’s PerformanceFor the financial year 2013-14 ended March 31, 2014, revenue from operations was `1488.04 lacs, out of which revenue from Information Technologies sector at ` 1325.88 6.84 % over last year (`1241.00 Lacs in 2012-13). Earnings before interest, tax, depreciation and amortization (EBITDA) at ` 95.18 Lacs (`109.50 Lacs). The management of your Company tries its best to get leading position in Media & Entertainment Industry. Some critical conditions running in Worldwide economy and Indian economy also faced many undesirable conditions by which the wheels of progress of Industries in India, not gone in right path but the Management of your Company which is very skillful and have deep knowledge in the field of media, tried hard to get fine results for the Accounting Year 2013-14.

SHARE CAPITALThere has been no change in the Share Capital of the Company.

PUBLIC DEPOSITSThe Company has not accepted any deposits from the public during the period under review.

DIRECTORS InductionMrs. Jaya Misra who was earlier appointed on 12th August 2013 as whole time Director of the Company by the shareholders, after that she was resigned from the office of whole time Director dated 12th November, 2013. Further on August 14, 2014, the Board appointed Mrs. Jaya Misra as an Additional director on the Board and further she is elevated as Whole time Director w.e.f. 29th August, 2014 of the Company for the period of five years, subject to the Shareholders approval in the ensuing Annual General Meeting.

Re-appointmentAs per the provisions of Companies Act, 2013, Mr. Rakesh Bhhatia will retire in the ensuing AGM and being eligible, seeks re-appointment. The Board of Directors recommend their re-appointment.

A brief resume of the Directors appointed/ retire at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and names of Companies in which they hold directorship and / or membership / chairmanships of Committees of the Board, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India, is given in the section of Corporate Governance forming part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to the requirement of section 217(2AA) of the Companies Act, 1956, and based on the representations

received from the operating management, the directors hereby confirm that:


1. in preparation of the Annual Accounts, the applicable accounting standards have been Followed.

2. The Directors had selected such Accounting Policies and applied them consistently and Made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

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

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

DISCLOSURES UNDER SECTION 217(1)(D) OF THE COMPANIES ACT, 2013Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

PARTICULARS OF EMPLOYEESThere is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 and the Rules made there under, as amended.

AUDITORS The auditors, SNMG & Co., Chartered Accountants (Firm Registration No.004921N), retire at the ensuing AGM and have confirmed their eligibility and willingness to accept office as Statutory Auditors of the Company, if re-appointed.

ADOPTION OF NEW SET OF ARTICLESYour Directors considered that the existing Articles of Association of the Company do not cover latest amendments and it is proposed to amend the existing Articles of Association by adopting a new set of Articles of Association in the place of the existing Articles of Association of the Company.

New set of Articles were approved by the Board under section 14 of the Companies Act, 2013, in their meeting held on 29th August, 2014, subject to the adoption of the Shareholders in the ensuing Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION Your Company an Infotainment Company with its core operation being related technologies into Media & Films does not involve in any manufacturing activity during the period under review.

No particulars are therefore furnished in this report in relation to the conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013.

FOREIGN EXCHANGE EARNING AND OUTGOThe details of foreign Exchange Earnings and Outflow during the Year under review are as below:

Particulars 31.03.2014 31.03.2013Earning in Foreign Currency:

NIL NIL

Expenditure in Foreign Currency:Purchase of Samples for R&D

NIL 1197 USD

CORPORATE GOVERNANCEA Report on Corporate Governance as stipulated by Clause 49 of the Listing Agreement along with a certificate of compliance from Practicing Company Secretary, is included as part of the Annual Report.

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has implemented a Code of Conduct for all its Board Members and senior management of the Company who have affirmed compliance thereto. The said Code of Conduct has also been posted on the Company’s website.

Management Discussion & AnalysisThere is a separate section on Management Discussion & Analysis Appended as Annexure “A” to this report , which includes the following:

• IndustryStructureAndDevelopments• DiscussiononfinancialPerformancewithrespecttooperational

performance • Segmentwiseperformance• HumanResourcesandIndustrialRelations• OpportunitiesAndThreats• InternalControlSystemsandtheiradequacy• RisksAndConcerns• OutlookACKNOWLEDGEMENT Your Directors thank the Union Government, Government of Maharashtra as also all the Government agencies, banks, financial institutions, shareholders, registrar, share transfer agents, venders, customers, employees and other business associates, who, through their continued support and cooperation, have helped as partners in your Company’s progress. The Directors are also deeply touched by the efforts, sincerity and loyalty displayed by the employees without whom the growth of the Company is unattainable. The Directors seek, and look forward to the same support during the future years of growth.


Sd/-Place : New Delhi Rakesh BhhatiaDate : August 29, 2014 Chairman


MAnAgeMent DIsCussIon AnD AnAlYsIsOVERVIEWThe financial statements of the Company have been prepared in accordance with Generally Accepted Accounting Principles (GAAP) in India as notified under Accounting Standards by Companies (Accounting Standards) Rules, 2006, (as amended). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies Act, 1956 read with General Circular 15/2013 dated 13 September 2013, issued by the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and the relevant provisions of the Companies Act, 1956. The management accepts responsibility for the integrity and objectivity of these financial statements, as well as for various estimates and judgments used therein.

The estimates and judgments relating to the financial statements have been made on a prudent and fair manner the form and substance of transactions, and reasonably present the state of affairs, profile and cash flows for the year.

INDIAN ECONOMYThe Indian economy weathered the global ¬ financial crisis rather well and quickly recovered from the decline in growth rate in 2008-09 to a healthy growth that averaged around 9% annually in 2009-10 and 2010-11. India’s Gross Domestic Product grew by 4.7% during FY2014, as against 4.5% in the previous ¬ fiscal year of FY2013. The World Economic Outlook (WEO) update released by the International Monetary Fund (IMF) in January 2014 has estimated a better year ahead for the Indian economy. Several reform measures have been undertaken including clearance of several large projects by the Cabinet Committee on Investment, which should help revive the economy and investment sentiments. In addition, resurgence of exports, prospects of revival in the global economy and moderation in inflation observed recently, point to a better outlook for the Indian economy in 2014-15 vis-à-vis 2013-14.

INDIAN MEDIA & ENTERTAINMENT INDUSTRY

The Indian Media & Entertainment (M&E) industry registered a moderate growth of 11.8% to touch ` 918 billion in 2013. This was despite sluggish GDP growth which impacted consumer demand and advertising spend by corporates. The growth was majorly driven by television and print media which together accounted for 72% of industry revenues, having grown by 12.7% and 8.5%, respectively, in 2013. The industry continued to benefit from increasing digitization of media products and services. Gaming and digital advertising were the two prominent industry sub-sectors which recorded strong growth in 2013, albeit on a smaller base. According to KPMG-FICCI estimates up to 2018, digital advertising is expected to display the highest CAGR of 27.7%, while all other sub-sectors are expected to grow at a CAGR in a range of 9-18%. Overall, the industry is expected to register

a CAGR of 14.2% to touch ` 1,786 billion by 2018.

INDIAN FILM INDUSTRYThe Indian film industry continued to display its consistent performance year over year in 2013 both in terms of content and box of¬fice collections. There has been a significant growth backed by differentiated content, larger releases across digital screens and aggressive promotions by production houses. The growing box of¬fice collections indicate the audiences’ growing appetite for differentiated content. This has resulted in shift in industry focus from ‘blockbuster’ movies to movies driven by good quality niche and thematic content. Rapid development of the digital infrastructure including digital movie prints and expansion of multiplexes, has helped the content to reach the audience in the most effective manner. Increasing corporatization of production houses has also resulted in higher investment and focus in content development.

Furthermore, formation of alliances between production houses from various regional markets has enhanced the availability of quality content through exchange of talent and movie remakes in different languages. The increased focus on content development has however resulted in higher production costs.

The Indian ¬ film industry touched ` 125.3 billion in 2013. Domestic theatres continued to be the major Contributor accounting for 75% of industry revenues. Wider acceptance of digital technology, with around 80-100% of ¬films being digitally distributed and 90-95% of theatre screens digitized and larger number of movie screens across India, have been the key revenue drivers for the domestic theatrical segment. With more than 4,500 screens across the country, it has been possible to manage a wider and coordinated release of movies across the country.

COMPANY OVERVIEWBGIL Films & Technologies Ltd. (BGFT), is a complete film production house engaged mainly into production and distribution of films also having very good skills & expertise in multi-media & animation. Further, company has marked its presence in production of animation films too.

The Company has following different segments:

Films: Films are one of the strongest medium of communicating message in its own style. As

the saying “Films are the mirror of our society” and BGIL Films and Technology believes in this so much. Thus, we make films which are very distinctive; its in-house production movies includes The Saint who thought otherwise, Yeh Sunday Kyu Aata Hai, With Love Tumhaara”, which has been successfully released all over india with favorable reviews and fantastic word of mouth, besides these there are also other films which are on floor, the title(s) of which has been


registered in the Company’s favour by the Title Registeration Committee namely, BY GOD ITS FUNNY, THANK GOD ITS FRIDAY, YOU ARE SPECIAL DADDY, MIX- VEG (HINDI/ENGLISH). a movie under production. Further a Marathi movie directed by Mr. Anmol Shetge is on the floor. However the management is very cautious about taking new movies in future in order to minimize the risk factor.

Further, a film on Sai Baba with entirely a new vision in 3D has been competed its large work .Tiger Tiger , a film on wild life with political motives, unconventional moves/suspense and drama , which has under direction of a world renowned wild life cinematographer Mr.Lezlie George , who has done the VFX and CG work has suddenly expired and currently movie is stuck due to this reason.

Zabardast- A movie with Ram Gopal Verma, which has been stopped for the time being because of certain unforeseen circumstances, now has been sold.

The Management of the Company fully understand the risk factor involved in the entertainment industry and on the contrary to it that the Company is operating in the segments of highly growth oriented industries of Media, Entertainment and Films, therefore the efforts of the Management are always towards doing the activities which are result oriented but may be time-making, so the focus of the management is on technology based futuristic activity.

Television:In today’s time television is coming up as one of the finest way to approach or make reach to our target audiences. Also, it is becoming source of income not for just a few companies but millions of normal people who plenty of talents and are looking for the platform. BGIL Films and Technologies has done a notable project(s) for Television and has a few programmes under production.

The company has in past produced serials and miscellaneous programme(s), under the umbrella of the Company, for DD and Zee TV including well known serials like Papa, Uljhan; now BGIL Films plans to re-enter by launching new series on various TV channels; Some of the projects in the pipeline are Tiger series a documentary, Maalkin (A serial for DD under production), Bhajan competition, Corporate game show.

Further Company has associated with Transmedia Software Limited to organize Indian Television Awards Event which will be hosted in the United States of America-Global Indian Telewood Awards 2015 (GITA).

Events:Events are not just events but occasion of celebrating something, that’s how BGIL Films and Technologies see it. We just do not do events but celebrate it.

During the year the Company has successfully organized an “Mahfil-E-Sartaaz, an evening on World music day with

Yuvraj and Harbhajan Singh at Novotel, Mumbai on 21st June 2014.

During the year your Company has got an opportunity to marketing an event namely “Celebration of the 100 years of Bollywood Cinema” that will engage the audience in an incredible journey of Indian Cinema starting 1913 to present day in a Unique Bollywood’s Dance & Music Style,

Magzine PortalThe Company has successfully developed a huge portal namely “today Bollywood.com”, it’s a one stop solution for the latest gossips, fashion trends, trailers, movie reviews & everything related to B-town served spicy hot.

Information Technology Segment The information technology (IT) and information technology enabled services (ITeS) industry has been one of the key driving forces fuelling India’s economic growth.

The industry has not only transformed India’s image on the global platform, but also fuelled economic growth by energising the higher education sector (especially in engineering and computer science). It has employed almost 10 million Indians and hence, has contributed a lot to social transformation in the country.

The IT services market in India is expected to grow at the rate of 8.4 per cent in 2014 to ̀ 476,356 million (US$ 7.88 billion), according to International Data Corporation (IDC). Indian IT’s core competencies and strengths have placed it on the international canvas, attracting investments from major countries.

Recently the BGFT team has evolved a robust business model by entering into ‘Integrated Media Plan’ for large business houses/ corporates who spend a lot of their promotional budget on various medium of advertising etc to enhance their market presence and brand-equity building. The management of BGFT feels that this business model is futuristic AND ROBUST business model which will bring the company back to the track and boost the company’s overall performance in coming year(s).

BGFT has developed its own fool-proof digital distribution technology which is ready to be implemented. At present digital distribution technology is becoming more popular because of increasing distribution cost, security issues and degradation issues with traditional distribution Methods.

Digital Signage It refers to the use of digital technology to send messages and images to displays in places frequented by the general public or specific groups. With the Merging of Audio-Visual and IT Industry a new form of Digital Signage is emerging which facilitate control of Media display from a Remote Server with pre-defined Schedule or Live broadcasting of events. Depending on the application, the display might be a small


LCD screen, a plasma display panel, or even High brightness LED Screens.

Flex Fusion (EL panels)

Animated EL SignageSimilar to neon signage, EL can provide animation, the appearance of movement within a static, graphic or shape

EL is paper-thin (about the thickness of a laminated restaurant menu), throws virtually no heat, and is lightweight as well as vibration-resistant

EL provides the ability to do complex animation sequences within a high-resolution image

EL can backlight a high-resolution image also.

Risks and Mitigation MeasuresBGFT is exposed to specific risks that are particular to its businesses and the environment within which it operates, including competition risk, interest rate volatility, human resource risk, execution risk and economic cycle

Competition Risk:The media and entertainment sector industry is becoming increasingly competitive and the Company’s growth will depend on its ability to compete effectively. The Company’s main competitors are multiplex chains, film services companies across the different segments of the value chain and television software producers. Further liberalization of the Indian media and entertainment sector could lead to a greater presence or entry of new foreign players offering a wider range of products and services. The Company’s competitors may have greater resources than it does and, in some cases, may be able to raise debt in a more cost-efficient manner. The Company’s growth will depend on its ability to compete effectively in this context.

Human Resource Risk: The Company’s success depends largely upon the quality and competence of its management team and key personnel. Attracting and retaining talented professionals is therefore a key element of the Company’s strategy and a significant source of competitive advantage. While the Company has a salary and incentive structure designed to encourage employee retention, a failure to attract and retain talented professionals, or the resignation or loss of key management personnel, may have an adverse impact on the Company business.

Operational Risk: The Company may encounter operational and control difficulties when commencing businesses in new markets. The rapid development and establishment of financial services businesses in new markets may raise unanticipated operational or control risks for the Company. Such risks could have a materially adverse effect on the Company’s financial

position and the results of its operations. An extensive system of internal controls is practiced by BGFT to ensure that all its assets are safeguarded and protected against loss from unauthorized use or disposition and all transactions are authorized, recorded and reported correctly. The Audit Committee of Directors periodically reviews the adequacy of our internal controls.

Economic Risk: A slowdown in economic growth in India could cause the business of the Company to suffer. The performance and the growth of the operating company businesses are necessarily dependent on the health of the overall Indian economy. The Indian economy has shown sustained growth over the last several years. However, any slowdown in the Indian economy and in particular the media and entertainment sector could adversely affect the company’s business.

Opportunities Overall, due to changing demographics and economic conditions in India, coupled with consumers willing to spend more on a variety of leisure and entertainment services, the filmed entertainment business is set to grow in the years to come. With a proliferation of television channels and new platforms of delivery like DTH and IPTV available today, there is a significant demand for quality programming in a variety of genres, formats and languages, putting content providers in the television space in an extremely favorable position.

ThreatsThe shelf life of films have reduced considerably in the last few years, the success or failure of a film now depends largely on its performance in the opening weeks with piracy having an adverse impact on legitimate revenues of the producer, distributor and exhibitor.

Internal control system and their adequacy The Company has adequate internal control procedures commensurate with its size and nature of business. The business control procedures ensure efficient use and protection of Company’s resources and compliance with policies, procedures and statutory requirements. Further Internal auditors are appointed to carry audit assignments and to periodically review the transactions across the divisions and evaluate effectiveness of internal control systems.

Financial performance The Company’s financial performance is covered in Directors’ Report to the Members.

Human resourcesThe Company seeks to attract, retain and nurture technical and managerial talent across its operations and continues to create a workplace where every person can reach his or her full potential. Performance is recognized and rewarded through upgradation and job enrichment and performance incentives.


RePoRt on CoRPoRAte goveRnAnCeOUR CORPORATE GOVERNANCE PHILOSPHYCorporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization’s wealth generating capacity. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders’ expectations. At BGIL Films, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

BGIL Films & Technologies Limited has maintained the highest standards of Corporate Governance Principles and best practices by adopting the ways by which Company can achieve leading position in the field of Media & Entertainment Industry.

Our Corporate Governance philosophy is based on the following principles:

Corporate governance standards should go beyond the law and satisfy the spirit of law and not just the letter of the law.

When in doubt, disclose. Ensure transparency and maintain a high level of disclosure.

Ensure that the Board, the employees and all concerned are fully committed to maximizing long-term value to the Shareholders and the Company.

Communicate externally, and truthfully, about how the Company is run internally.

Have a simple and transparent corporeate structure driven solely by business needs.

The Management is the trustee of the shareholders’ capital and not the owner.

BGIL Films & Technologies Limited believes that all its operations and actions must serve the underlying goal of enhancing long-term Shareholder value. In our commitment to ethical and lawful business conduct is a fundamental value of our Board of Directors, management and employees and is critical to the company’s success. We strive to uphold ethical and legal standards at all costs. We continuously build value for customers through innovative use of technology and talent without compromising on our core values such as honesty and integrity. We also believe that accurate and timely disclosures improve public trust and consequently attract various stakeholders towards the Company.

BOARD OF DIRECTORS

Composition and category of Directors:BGIL Films & Technologies Limited has a balanced Board with combination of Executive and Non-Executive Directors, to ensure an independent functioning and the composition of the Board is in conformity with Clause 49(l) (A) of the Listing Agreements. Non-Executive Directors include Independent professionals with experience in business, finance, technology and media. Independent Directors of the Company provide appropriate annual certifications to the Board confirming satisfaction of the conditions of their being Independent as laid down in clause 49.

The Board comprises of five (5) Directors as on date of these, three Directors are Independent Directors. Mr. Rakesh Bhhatia is Executive Chairman of the Board and Mrs. Jaya Misra is Executive Director. The Code of Conduct for all Directors and the Senior Management of the Company has been posted on the website of the Company at www.bgilfilms.com. All Directors and the Senior Management Personnel are under a requirement to affirm the compliance with the said Code annually.

The composition of the Board of Directors of the Company is given below:

Name Designation Independent/Non-Independent

Shareholding as on 31st March,2014

Mr. Rakesh Bhhatia Chairman Non-Independent 6,42,024

Mr.Vimal Kumar Srivasatva Director Non-independent Nil

Mr. Ashok Kumar Juneja Director Independent 5000

Mr.Rajeev Kumar Director Independent 4000

Mrs. Jaya Misra1 Executive Director Non-Independent Nil

Mr.Harjit Singh Anand Director Independent Nil

1 She was inducted on the Board as additional director on 14th August, 2014 and further elevated as Whole time Director of the Company w.e.f. 29th August, 2014.


Dates of Board Meetings held during the financial year 2013-2014

S. No.

Date of Board Meetings

1 May 30, 2013

2 August 12, 2013

3 November 14, 2013

4 February11, 2014

5 May29, 2014

Attendance of each Director at the Board Meetings and the last Annual General Meeting:The Company holds at least four Board meetings in a year, one in each quarter inter-alia to review the financial results

of the Company. Apart from the four scheduled Board Meetings, additional Board Meetings are also convened to address the specific requirements of the Company. Urgent matters are also approved by the Board by passing resolutions through circulation. Every Director on the Board is free to suggest any item for inclusion in the agenda for the consideration of the Board. All the departments in the Company communicate to the Company Secretary well in advance, the matters requiring approval of the Board/ Committees of the Board to enable inclusion of the same in the agenda for the Board/ Committee meeting(s). The important decisions taken at the Board/ Committee meetings are promptly communicated to the concerned departments. Action taken report on the decisions/ minutes of the previous meeting is placed at the succeeding meeting of the Board/ Committee for noting.

The attendance of the Directors at the Board Meetings and the Annual General Meeting held during the year 2014 was as follows

Directors Board Meetingsattended during

the year

Whether attendedlast AGM

Other Directorships/ Board Committees(Numbers)

Directorship of other Indian

Public Companies

Board Committee Membership/ (Chairmanship)

Mr. Rakesh Bhhatia 5 Yes 1 2(NIL)

Mr. Vimal Kumar Srivastava 3 Yes 1 NIL

Mr. Ashok Kumar Juneja 4 Yes 2 NIL

Mr. Rajiv Kumar 5 Yes 1 NIL

Mrs. Jaya Misra NIL Yes NIL NIL

Mr. Harjeet Singh Anannd 2 No 1 2(NIL)

1. None of the Directors of the Company hold membership of more than ten Committees nor is a Chairperson of more than five committees (as specified in Clause 49), across all companies of which he/ she is a director. Necessary disclosures regarding Committee positions in other Indian public companies as at March 31, 2014 have been made by the Directors.

2. The committees considered for the above purpose include and are those as specified in existing Clause 49 of the Standard Listing Agreement(s) i.e. Audit Committee and Shareholders/ Investors Grievance Committee.

3. None of the Directors of the Company have any relationship with other Directors of the Company.


Availability of information to the BoardThe Board has unfettered and complete access to any information within the Company and to any employee of the Company. Necessary information as mentioned in Annexure-1A of Clause 49 of the listing Agreement has been regularly placed before the Board for its consideration.

AUDIT COMMITTEEThe role and the powers of the Audit Committee are as per guidelines set out in clause 49 of the Listing Agreement and provisions of section 292A of the Companies Act, 1956.

The committee meets the periodically and reviews: The Audit committee provides directions to the audit and risk management function in the Company and monitors the quality of internal audit and management audit with a view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial reporting.

The Committee oversees the work carried out by the Management, Statutory and Internal Auditors on the financial reporting process and the safeguards employed by them.

Terms of reference:

The terms of reference of the Audit Committee are as follows:

(a) To oversee the Company’s financial reporting process and the disclosure of its financial information and to ensure that the financial statements reflect true and fair position and that sufficient and credible information is disclosed.

(b) To recommend the appointment/ re-appointment/ removal of external auditors, fixing audit fees and to approve permissible non-audit services and payments for such services.

(c) To review with the Management the annual financial statements before submission to the Board, focusing primarily on:

Matters required being included in the Directors’ Responsibility Statement to be included in the Board’s Report in terms of clause (2AA) of Section 217 of the Companies Act, 1956.

Major accounting entries based on exercise of judgment by management.

Qualifications in the draft audit report.

Significant adjustments arising out of audit.

The going concern assumption.

Compliance with the accounting standards.

Compliance with Stock Exchanges and legal requirements concerning financial statements.

Any related party transactions i.e. transactions of the Company of material nature, with promoters or the Management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large and are as per Accounting Standard 18.

(d) To review, with the Management, the quarterly financial statements before submission to the Board for approval.

(e) To review and approve annual accounts of the Company and recommend to the Board for consideration or otherwise.

(f) To review with Management, performance of external and internal Auditors and review the adequacy/ efficacy of internal control systems.

3.2 Composition, name of Members and Chairman: The Audit Committee of the Company comprised of the

following members: Mr. Rajiv Kumar (Chairman), Mr. Rakesh Bhhatia, Mr. Ashok Kumar Juneja, Mrs. Jaya Misra and Mr. Harjeet Singh Anand. The Company Secretary of the Company acts as the Secretary to the Committee.

All members of the Audit Committee have accounting and financial management Knowledge. Mr. Rajiv Kumar is the Chairman of the Audit Committee and has accounting and financial management expertise.

During the year, the Audit Committee met five times respectively on May 30, 2013, August 12, 2013, November14, 2013, February 11, 2014 and May 29, 2014 and the necessary quorum was present at the meetings.

Name Category No. of meetings held during the year

Held Attended

Mr. Rajiv Kumar-Chairman

Independent 5 5

Mr. Ashok Kumar Juneja

Independent 5 5

Mr. Rakesh Bhhatia

Non-Independent

5 5

Mr. Harjeet Singh Anand

Independent 5 2

Mrs. Jaya Misra1 Non-Independent

5 NIL

1 Appointed as member of the Audit Committee w.e.f.29th August 2014.


REMUNERATION COMMITTEEBrief description, terms of reference, Composition, name of Members and Chairman:

The Remuneration Committee of the Company comprised of the following members: Mr. Rajiv Kumar (Chairman), Mr. Ashok Kumar Juneja, Mrs. Jaya Misra and Mr. Harjeet Singh Anand.

The scope of the Committee is to determine the compensation of Executive Directors and senior Management Personnel. The Committee also other matters as prescribed by the Listing Agreement from time to time.

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.

Meeting and attendance during the year 2014:

Name Category No. of meetings held during the year

Held Attended


Independent 1 1

Mr. Ashok Kumar Juneja

Independent 1 1

Mr. Harjeet Singh Anand

Independent 1 NIL


1 NIL

1 Appointed as member of the Remuneration Committee w.e.f.29th August 2014.

Details of Remuneration paid or payable to Directors during the year 2014:

Total Director Remuneration paid during the year is ` 3,82,258 and Director sitting fees paid is `25,000.

SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

Scope ofShareholders/Investors Grievances Committee’s activities:

The scope of the Committee is to review and address the grievances of the shareholders in respect of share transfers, transmission, non-receipt of annual report, etc. and other related activities. In addition, the Committee also looks into matters which can facilitate better investors’ services and relations with the stakeholders.

Composition, Meetings and Attendance of Committee:

Name Category


Independent

Mr. Ashok K Juneja Independent

Mr. Rakesh Bhhatia Non-Independent


1 Appointed as member of the Grievance Committee w.e.f.29th August 2014.

Women Grievance Committee

Name Category

Ms. Jaya Misra1 Chairman

Mrs. Bharti Saha member

Ms. Renu Kamra2 member

1 Appointed as Chairman of the Committee w.e.f.29th August 2014.

2 Ceased from the Chairmanship w.e.f. 29th August 2014

The Company Secretary of the Company acts as Secretary to the Committee. There were one meeting held during the year and same was attended by all the members and chairman. The constitution, duties and responsibilities of the Shareholders’ Grievance Committee are in line with Clause 49 of the Listing Agreement with Stock Exchanges. The Total number of shareholders during the year. All complaints were satisfactorily resolved. There are no complaints pending as on March 31, 2014.

Company Secretary and Compliance Officer:

Name of the Company Secretary and the Compliance Officer

Ms. Renu Kamra

Address B-66, Sector-60, Noida-201301, (U.P).

Contact telephone +91-0120-4227792/95

E-mail [email protected]

Fax +91-0120-4227791


Details of Annual General Meetings Location date and time where the last three Annual General Meetings were held and the special resolutions passed:

Financial Year

General Meeting

Location Date Time Special resolutions passed

2011 22nd Annual General Meeting.

A-81, Bipin Chandra Pal Memorial Trust, C.R. Park, New Delhi-110019.

Thursday September 29, 2011.

03.30 p.m 1. Re-appointment of Managing Director-Mr. Rakesh Bhhatia.

2. Regularization of Additional Director-Mr. Rajiv Kumar.

2012 23rd Annual General Meeting.


Wednesday, September 26, 2012.

10.00 a.m. 1. Resolution for office or Place of Profit-Mrs Arti Bhatia.

2. Resolution for office or Place of Profit-Mr. Jitender K. Bhatia.

2013 24th Annual General Meeting.


Thursday September 26, 2013.

03.30p.m. 1. Resolution for adoption of new set of Articles of Association (AOA).

Postal BallotNo Postal Ballot was conducted during the year.

Disclosures

(a) There are no transactions with related parties i.e. with the Promoters, Directors, Management, subsidiaries or relatives that may have potential conflict of interest with the Company at large. Transactions with related parties are disclosed in Note No. 32 to the Accounts of the Company in the Annual Report.

(b) The Company has complied with the requirements of stock exchanges or SEBI on matters related to Capital Markets, as applicable. No penalty was levied by these authorities in last three years.

(c) The Company has adopted a Code of Conduct for the members of the Board of Directors and the senior management of the Company. The Code of Conduct is displayed on the website of the Company. All the directors and the senior management personnel have affirmed compliance with the code A declaration to this effect, signed by the Chairman is annexed to this report.

(d) The Company has complied with all the applicable mandatory requirements of clause 49 of the listing agreement.

(e) The necessary certificate, pursuant to clause 49(V) of the Listing Agreement with Stock Exchanges, is annexed to this report.

(f) The Management Discussion and Analysis Report has been discussed in detail separately in this Annual Report.

(g) Other disclosure as required under Clause 49 has been given at relevant places in the Annual Report.

Means of Communication

(a) The quarterly and half yearly results/ other communications were published in Financial Express in English and Jansatta in Hindi.

(b) The Company’s audited and un-audited periodical financial results, press releases are posted on the Company’s website –www.bgilfilms.com and website of BSE –www.bseindia.com.

(c) The Management Discussion and Analysis (MD&A) report has been included in this Annual Report.


GENERAL SHAREHOLDER INFORMATION

Twenty Fifth Annual General Meeting:

Date September 29, 2014

Time 3.30 p.m.

Venue A-81, Bipin Chandra Pal Memorial Trust, C.R. Park, New Delhi-110019.

Financial Calendar:

Financial Year

April1 to March 31

Listing Fees

The Company has paid the Annual Listing Fess to the BSE for the Financial Year 2013-2014.

Book Closure

September 26th, 2014 to September 29th 2014.

Listing on Stock Exchanges

Bombay Stock Exchange (BSE)

ISIN Number

INE443D01018

Registered office

B-13, L.G.F Amar Colony,Lajpat Nagar-IV, New Delhi-110024.

Scrip Information

Bombay Stock Exchange, Code-511664.

Stock Market data:The high/Low of the Shares of the Company from April 2013 to March 2014 are given below:

Month Bombay Stock Exchange (`)

High Low

April’ 2013 4.83 4.58

May’ 2013 4.77 3.15

June’ 2013 3.13 2.70

July’ 2013 2.97 2.56

Aug’ 2013 2.44 2.10

Sep’ 2013 2.02 1.84

Oct’ 2013 2.00 2.00

Nov’ 2013 3.70 3.67

Dec’ 2013 4.44 4.10

Jan’ 2014 4.08 3.85

Feb’ 2014 4.35 4.04

Mar’ 2014 4.24 2.15

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-34,2nd Floor, Okhla Industrial Area, Phase-II, New Delhi-110020.

Tel. Nos.+91-11-26387281/82/83.

Fax Nos. +91-11-26387384.

E-mail: [email protected]

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.


Categories of Shareholding (as on March 31, 2014):

Sr. No.

Category of Holder No. of Shares % of Equity

1 Promoters 47,38,951 41.84

2 Mutual funds/ UTI - -

3 Banks / Financial Institutions / Insurance Companies (Central / State Govt. Institutions / Non-Govt. Institutions)

- -

4 FIIs / GDR - -

5 Others:

- Private Corporate Bodies 18, 20,407 16.07

- Indian Public & others 47,31,477 41.76

- NRIs/OCBs 36,795 0.32

Sub Total 65,88,679 58.16

Total 1,13,27,630 100.00

Pledge of Shares: None of the promoters have pledged their shares as on March31, 2014.

Dematerialization of shares and liquidity:

The Company’s shares are admitted into both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Status as on March 31, 2014.

Electronic/Physical No. of Shares % of total shareholding

Held in Dematerialized form in NSDL 78,05,571 68.91 %

Held in Dematerialized form in CDSL 20,78,484 18.35 %

Physical 14,43,575 12.74%

Total 1,132,7630 100 %

Investor Correspondence:

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

Name E-Mail ID Telephone Number FAX No.

Ms. Renu Kamra [email protected] +91-01204227792 +91-0120-4227791

Following is the address for correspondence with the Company:


B-13, L.G.F. Amar Colony Lajapat Nagar-IV, New Delhi-110024. B-66, Sector-60, Noida-201301 (U.P.)

E-mail: [email protected]


CeRtIFICAte PuRsuAnt to ClAuse 49(v) oF the lIstIng AgReeMentTo

The Board of Directors


I, Rakesh Bhhatia, Chairman hereby certify that:

(a) I have reviewed financial statements and the cash flow statement for the year ended March 31, 2014 and that to the best of my knowledge and belief:

(h) these financial statements do not contain any materially untrue statement or omit any material fact Or Contain statements that might be misleading;

(i) these financial statements together present a true and fair view of the company’s affairs and are in Compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct.

(c) Further, I accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of the internal control systems of the company.

(d) I have disclosed to the auditors and the Audit Committee, wherever applicable:

i. Deficiencies in the design or operation of such internal controls, if any, of which I am aware and the steps have taken or propose to take to rectify these deficiencies.

ii. Significant changes in internal control over financial reporting during the year.

iii. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

iv. Instances of significant fraud of which we have become aware and the involvement therein; if any, Of the management or an employee having a significant role in the company’s internal control system.

For BGIL Films & Technologies Limited



CeRtIFICAte on CoRPoRAte goveRnAnCe

CoDe oF ConDuCt DeClARAtIon

To,

The Members of BGIL Films & Limited

I have examined the compliance of conditions of Corporate Governance by BGIL Films & Technologies Limited (‘the Company’), for its financial year ended March 31, 2014, as stipulated in Clause 49 of the Listing Agreements of the Company with Stock Exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the Management. My examination was limited to the review of the procedures and implementations thereof, adopted by the Company for ensuring compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In my opinion and to the best of my information and according to the explanations given to me, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreements.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For R.S Chauhan & Associates Company Secretaries

Rakesh Kumar Singh Chauhan Place : New Delhi Practicing Company Secretary Date : August 29, 2014 C.P. No.7491

ToThe Members ofBGIL Film & Technologies Limited

In accordance with Clause 49 sub-clause I(D) of the Listing Agreement with the Stock Exchange, I hereby conform that, all the Directors and Senior management personnel of the Company have affirmed compliance to their respective codes of conduct, as applicable to them for the financial year ended March31, 2014.

For BGIL Films & Technologies Limited



InDePenDent AuDItoR’s RePoRtTo the Members of BGIL FILMS & TECHNOLOGIES LIMITED

Report on the Financial StatementsWe have audited the accompanying financial statements of BGIL FILMS & TECHNOLOGIES LIMITED (“the Company” which comprise of the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended as on that date annexed thereto, a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the Financial StatementsThe Company’s management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India subject to confirmation and reconciliation of some of the accounts as further detailed in note no. 25 of the notes on account, non-provision for retirement-

benefits amounting to ` 2.40 lacs as further detailed in note no. 35, classification of Investments as detailed in note no. 36 and non-provision for diminution in value of quoted investments amounting to ` 186.35 lacs as further detailed in note no. 37:

i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2014 and;

ii) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date.

iii) In the case of Cash flow statement, of the cash flows for the year ended on that date.

Report on other Legal & Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of the books and records of the company, as we considered appropriate, we enclose in the annexure a statement on the matters specified in the said Order.

2. As required by section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

(b) In our opinion, proper books of account as required by law, have been kept by the company so far as appears from our examination of those books.

(c) the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

(e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For SNMG & Co. Chartered Accountants Firm No. 004921N

NEERAJ GUPTA Place : New Delhi Partner Date : 29.05.2014 M. No. 087004


AnneXuRe to the AuDItoRs’ RePoRtReferred to in paragraph 3 of our report of even date,

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The Fixed Assets are physically verified by the management according to regular programme of periodical verification in phased manner, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any substantial part of its Fixed Assets.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) (a) As per information and explanation provided to us by the management of the company, the Company has not granted loan to any body corporate listed in the register maintained under section 301 of the Companies Act, 1956.

(b) As per information and explanation provided to us by the management of the company, the Company has not taken any loan from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(c) As per information and explanation provided to us by the management of the company, the loan granted to the subsidiary company covered in the register maintained under section 301 of the Act is interest free.

(d) As per information and explanation provided to us by the management of the company, no specific terms of repayment has been specified in the case of loan taken/granted to any body corporate listed in the register maintained under section 301 of the Act, and repayment shall be made on demand.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in internal controls.

(v) Based on the audit procedures applied by us and according to the information and explanations given to us, there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

(vi) The company has not accepted any deposits as defined under sections 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, maintenance of cost records have not been prescribed by the Central Govt. under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) According to the records of the company, in our opinion the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employee’s state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and any other statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no undisputed amount payable in respect of provident fund, income tax, sales tax, customs duty, excise duty, wealth tax, Service Tax and other material statutory dues which were in arrears for more than six months from the date they become


payable except the following.

Name of the Statute Nature of Dues Amount (in `)

Period to which amount relates

Income Tax Act, 1961 Interest on late payment of TDS 58,045 01.04.09 to 31.03.14

Income Tax Act, 1961 Late filing of TDS Returns 77,700 01.07.2012 to 31.03.14

(c) Detail of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and cess which have not been deposited as on 31st March 2014 on account of disputes are given below:

Name of the Statute Nature of Dues

Amount (in lacs)

Period to which amount relates

Forum where the dispute is pending

Income Tax Act, 1961 Tax / Interest 14.99 AY 2010-11 DCIT, New Delhi

(x) The company has no accumulated losses as on 31st March 2014 and it has not incurred any cash losses during the financial period ended on that date or in the immediately preceding financial year.

(xi) According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society.

(xiv) The company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others, from banks or financial institutions during the year.

(xvi) The Company has not obtained any term loans during the current year.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the company, in our opinion, there are no funds raised on a short term basis which have been used for long term investment and vice-versa.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the year.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures.

(xx) The company has not raised money by way of public issues during the year.

(xxi) Based on the audit procedures performed and information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For SNMG & Co. Chartered Accountants Firm No. 004921N

NEERAJ GUPTA Place : New Delhi Partner Date : 29.05.2014 M. No. 087004


Balance sheet as at 31 March 2014

(Amount in `) Particulars Note As at

31 March 2014As at

31 March 2013Equity and LiabilitiesShareholders’ fundsShare Capital 2 113,276,300 113,276,300Reserves and Surplus 3 114,164,647 112,696,533

227,440,947 225,972,833Non Current liabilitiesSundry Creditors 6,944,920 - Deferred Tax Liabilities 4 6,034,239 7,521,574

12,979,159 7,521,574Current liabilitiesShort-Term Borrowings 5 - 123,814Other Current Liabilities 6 111,019,410 66,995,196Short-Term Provisions 7 470,632 448,887

111,490,042 67,567,897 351,910,148 301,062,304

AssetsNon-current assetsFixed assets 8

Tangible assets 8.1 4,024,700 12,645,055Intangible assets 8.2 32,887,103 16,005,064

Capital WIPTangible assets - - Intangible assets - 5,109,959

36,911,803 33,760,078Investments 9 25,595,970 45,434,197Trade Receivables 10 103,372,063 108,757,323Long-term loans and advances 11 13,833,854 19,187,459Other Non Current Assets 12 57,690,135 70,889,769

200,492,022 244,268,748Current assetsInventory 5,252,753 1,616,986Trade Receivables 13 86,858,445 13,314,181Cash and Cash Equivalents 14 62,144 408,650Short-Term Loans and Advances 15 22,269,040 6,598,488Other Current Assets 16 63,941 1,095,173

114,506,323 23,033,478 351,910,148 301,062,304

Significant accounting policies and notes to the financial statements

1-39

As per our report of even date attached

For SNMG & Co.Chartered AccountantsFirm Registration No.: 004921N

For and on behalf of Board of Directors ofBGIL FILMS & TECHNOLOGIES LIMITED

Neeraj Gupta Partner Membership No.: 087004

Rakesh BhhatiaChairman

DIN : 00046983

Rajiv KumarDirector

DIN : 03600817Place: New Delhi Date: 29/05/2014

Renu Kamra Company Secretary

Membership No.: A27199







DIN : 00046983

Rajiv KumarDirector




Statement of Profit & Loss for the period ended 31 March 2014

(Amount in `) Particulars Note For the year ended

31 March 2014For the year ended

31 March 2013Revenue from Operations 17 148,803,455 141,840,290Other income 18 645,254 670,521Increase/(Decrease) in inventory 3,635,767 1,210,924Total Revenue 153,084,476 143,721,735ExpensesPurchases 130,954,248 120,094,511Employee benefits expenses 19 3,584,168 4,006,767Other expenses 20 9,029,027 8,670,725Finance cost 21 61,701 147,845Depreciation 22 9,289,553 9,227,526Total expenses 152,918,697 142,147,374Profit before tax 165,778 1,574,361Tax expenseCurrent income tax 185,000 291,887Deferred tax charge (Asset) (1,408,334) 1,600,034Profit after tax 1,389,113 (317,560)Prior Period/Extraordinary Items (79,001) - Profit after tax and Extraordinary Items 1,468,114 (317,560)Balance at the beginning of the period 32,015,545 32,333,105Balance carried forward to the Balance Sheet 33,483,659 32,015,545Earnings per equity share (par value Re. 10 per share)- Basic 0.13 (0.03)- Diluted 0.13 (0.03)[Earnings per equity share expressed in absolute amount in Indian Rupees]Significant accounting policies and notes to the financial statements

1-39


CAsh FloW stAteMent as at 31 March 2014

(Amount in `) Particulars As at

31 March 2014As at

31 March 2013A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax 165,778 1,574,361 Add :Depreciation 9,289,553 9,227,526 Preliminary Expenses Wriiten off 96,962 197,921 Cost of movie written off 3,908,328 - Less:Profit on sale of Assets - (57,000)Interest Received (645,254) (613,521)Operating Profit before Working Capital changes 12,815,367 10,329,287 Adjustments for :Change in Trade Receivables (68,159,005) 32285735Change in Short Term Loans & Advances (15,670,552) 11,690,566 Change in Current Liabilities 50,969,134 (30,306,120)Changes in Other Current Assets (2,604,535) (2,118,196)Change in Long Term Loans & Advances 5,353,605 (19,054,781)Change in Expenses Payable 128,632 (131,644)Cash Generated from Operations (17,167,352) 2,694,847 Direct Taxes Paid (net of refunds) (291,887) (815,306)Extra ordinary /Prior period items - - Net Cash Flow from Operating Activities (17,459,239) 1,879,541

B CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (Net) (15,053,718) (5,615,113)Sale of Fixed Assets 2,612,440 3,147,757 Increase in Investments 19,838,227 - Change in Non Current Assets 9,194,344 (645,957) Net Cash Flow/(Used) in Investing Activities 16,591,293 (3,113,313)

C CASH FLOW FROM FINANCING ACTIVITIESRepayment of Borrowing (123,814) 123,814 Interest received 645,254 613,521 Net Cash Flow from Financing Activities 521,440 737,335 Net Increase in Cash & Cash Equivalent (A+B+C) (346,506) (496,436)

(346,506) (496,436) Cash and Cash Equivalent at the beginning of the year 408,650 905,086 Cash and Cash Equivalent at the end of the year 62,144 408,650

Note: The above Cash flow Statement has been prepared under the “Indirect Method” as set out in Accounting Standard -3 on Cash Flow Statements issued by The Institute of Chartered Acountants of India.






DIN : 00046983

Rajiv KumarDirector





SIGNIFICANT ACCOUNTING POLICIES:

SCHEDULE – 1

(a) General: Accounting Principles not specifically referred to

otherwise are consistent and in consonance with generally accepted accounting principles. The company prepares its accounts on accrual basis, except otherwise stated, in accordance with normally accepted policies. The accounts are prepared on historical cost basis and as a going concern.

(b) Revenue Recognition The Company’s income from operation is accounted

for on accrual basis.

(c) Fixed Assets: All the Fixed Assets have been stated on cost inclusive

of incidental expenses less accumulated depreciation.

(d) Depreciation: Depreciation is calculated on Fixed Assets on straight-

line method in accordance with the schedule XIV as amended of the Companies Act, 1956

(e) Investments: Long term investments are valued at cost, less

provision for diminution, other than temporary. Short term investments are valued at cost or market value, which is lower.

(f) Inventory: (a) Finished goods are valued at cost or net

realizable value, whichever is lower.

(b) Raw materials and stores & spares are valued at cost.

(c) Work in progress is valued at the cost incurred.

(d) The cost of inventories comprises all costs of purchase (including duties for which no credit/rebate is to be received), costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Trade discounts, rebates, duty drawbacks and other similar items are deducted in determining the costs of purchase.

(e) The cost of inventories is arrived by using First-In-First-Out (FIFO) cost formula.

(g) Miscellaneous expenditure: Preliminary expenses & Public Issue Expenses are

being written off over a period of 10 years.

(h) Retirement Benefits: Provision for Gratuity will be accounted for on the

retirement / cessation of employment. No amount has been charged to Profit & Loss Account on account of gratuity during the previous year.

(I) Contingent Liabilities Unprovided contingent liabilities are disclosed in the

accounts by way of notes giving nature and quantum of such liabilities.

(i) Taxation Provision for Taxation has been made in accordance

with the Income Tax Act, 1961.

Deferred tax resulting from timing difference between book and tax profits is accounted for under the liability method, at the current rate of tax, to the extent that the timing differences are expected to crystallise.

The Policies not specifically mentioned above are in agreement with the accounting standards issued by the Institute of Chartered Accountants of India.

Notes forming part of the financial statements


Note 2 : Share capital


31 March 2014As at

31 March 2013Authorised116,77,800 Equity Shares of ` 10/- Each 116,778,000 116,778,000Issued, subscribed and fully paid-up:113,27,630 Equity Shares of ` 10/- each Fully Paid Up 113,276,300 113,276,300

(i) Reconciliation of shares and amount outstanding at the beginning and at the end of the year

Particulars As at 31 March 2014 As at 31 March 2013Equity Shares Equity Shares

No. of Shares Amount No. of Shares Amount Shares outstanding at the beginning of the year

11,327,630 113,276,300 11,327,630 113,276,300

Movement during the year - - - - Shares outstanding at the end of the year

11,327,630 113,276,300 11,327,630 113,276,300

(ii) Shares held by shareholders holding more than 5% shares

Name of the shareholder No. of shares as at 31 March

2014

% held No. of shares as at 31 March

2013

% held

Rakesh Bhhatia 642,024 5.67 642,024 5.67Number One Finvest (P) Ltd. 1,290,991 11.4 1,290,991 11.4Grindlay Finman (P) Ltd. 1,128,000 9.96 1,128,000 9.96Number One Finsec (P) Ltd. 604,537 5.34 604,537 5.34Prabhat Chandra Chaturvedi 645,600 5.70 645,600 5.70

(iii) Terms/rights attached to equity shares The company has only one class of equity shares having a par value of ` 10 per share. In the event of liquidation

of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amonuts. The distribution will be in proportion to the number of equity shares held by the shareholders.


Note 3 : Reserves and surplus


31 March 2014As at

31 March 2013Note 3.1 : Securities premium accountOpening balance 54,572,200 54,572,200Add: Addition during the year - -

54,572,200 54,572,200Note 3.2: Capital ReserveOpening balance 21,645,350 21,645,350Add:- Addition during the year - -

21,645,350 21,645,350Note 3.3 : General ReserveOpening balance 4,400,230 4,400,230Add: Addition during the year - -

4,400,230 4,400,230Note 3.4 : Profit and Loss AccountOpening balance 32,078,753 32,396,313Add: Transferred from Profit and Loss Account 1,468,114 (317,560)

33,546,867 32,078,753 114,164,647 112,696,533

Note 4 : Deferred Tax Liability (Net)

Deferred Tax LiabilityFixed Assets: Impact of difference between tax depreciation and depreciation/amortization charged for the financial reporting

6,034,239 7,521,574

Net Deferred Tax Liabilities 6,034,239 7,521,574

Note 5 : Short-term borrowings

Secured LoanBajaj Finance - 123,814

- 123,814

Note 6 : Other current liabilities

Sundry Creditors 97,946,749 45,419,519Advance from Vendor 12,347,056 19,378,890Expenses Payable 50,000Other payables-- Audit Fee Payable 281,442 266,442- Service Tax Payable 551 829,735- Other Liabilities 49,694 1,000,000- TDS payable 159,667 100,610- Rent Payable 169,800- Vat Payable 14,452

111,019,410 66,995,196

Note 7 : Short term provisions

Provision for employee benefits- Salary and reimbursements 285,632 157,000- Provision for Income Tax 185,000 291,887

470,632 448,887


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Note 9 : Non-Current Investments


31 March 2014As at

31 March 2013Investment in Equity Shares - Trade, Unquoted (at cost)44200 Shares (P.Y.24200)BhatiaInvestment Finance Pvt. Ltd.) 398,704 398,70495000 Shares (P.Y.40000) Number One Finsec Pvt. Ltd.) 1,462,500 1,462,500150000 Shares (P.Y.150000)Kartik Share Traders Pvt. Ltd.) 1,500,000 1,500,000Investment in Equity Shares - Trade, Quoted (at cost)514295 Equity Shares (P.Y. 950300) of Bharatiya Global Infomedia Ltd. 22,234,766 42,072,993Market Value : ` 3600065/-Aggregate value of unquoted investments 3,361,204 3,361,204Aggregate value of quoted investments 22,234,766 42,072,993Market Value : ` 6176950/-(P.Y. Unquoted))

25,595,970 45,434,197

Note 10 : Trade Receivables (Non- Current)

Unsecured- Debts outstanding for more than one year 103,372,063 108,757,323

103,372,063 108,757,323

Note 11 : Long-term loans and advances (unsecured, considered good)

Advance Recoverable in cash or in kind 13,833,854 19,187,459 13,833,854 19,187,459

Note 12 : Other Non Current Assets

Preliminary Expenses - 96,962Income Tax Refund due 7,476 106,420MVAT Security 18,678 18,678Advances recoverable - WIP- Movies * 57,663,981 70,667,709

57,690,135 70,889,769

Note 13 : Trade Receivables (Current)

Unsecureda) Debts outstanding for more than six months - - - Considered goodb) Other debts - Considered good 86,858,445 13,314,181

86,858,445 13,314,181

Note 14 : Cash and Cash Equivalents

Cash in hand 26,559 167,902Balances with scheduled banks: - in current accounts 35,585 240,748

62,144 408,650


Note 15 : Short-term loans and advances (unsecured, considered good)


31 March 2014As at

31 March 2013Advances Recoverable in cash or in kindOther Advances 22,269,040 6,598,488

22,269,040 6,598,488

Note 16 : Other current assets

Dvat Input Credit - 188,942TDS Receivable 63,941 299,363DVAT Advance Paid - 200,000FDR - 406,868

63,941 1,095,173

Note 17 : Revenue from Operations

(Amount in `) Particulars For the year ended


31 March 2013Income from Information Technologies/Services 132,587,775 124,100,190Income from Media 16,215,680 17,740,100TOTAL 148,803,455 141,840,290

Note 18 : Other Income

Interest Income -On Fixed Deposit 5,841 6,868On others 639,413 606,653Profit on sale of Fixed Assets 57,000TOTAL 645,254 670,521

Note 19 : Employee benefits expenses

Salaries and wages 3,022,889 3,588,783Staff welfare 561,279 417,984TOTAL 3,584,168 4,006,767


Note 20 : Other expenses

(Amount in `) Particulars For the year ended


31 March 2013Advertisement 143,720 126,420AGM/EGM Expenses 135,240 205,308Audit fees 30,000 29,500Business Promotion 538,444 708,674Communication Expenses 49,649 127,648Computer Peripherals & Maintainence 77,848 55,858Conveyance 979,397 884,764Courier, Postage & Telegram 78,749 141,895Director Fee 25,000 60,000Electricity 95,200 99,786Fee & Subscribition 38,050 - Festival Expenses 50,084 171,571Insurance 10,868 35,375Interest & Penalties 126,712 112,493Legal and professional 107,000 42,000Listing Fee 108,106 100,000Misc 5,449 172,238Office Expenses 458,125 436,618Priliminary Expenses Written Off 96,962 197,921Printing and stationery 213,712 209,718Project / Movie Expenses 3,908,328 3,195,482Rates and taxes 1,000 3,911Rent 1,474,500 988,000Repairs and maintenance - others 26,710 275,555Tour & Travelling Expense 170,122 - Vehicle Running & Maintenance 80,052 289,990

9,029,027 8,670,725

Note 21 : Finance cost

Bank charges 61,701 23,116Interest charges - 124,729

61,701 147,845

Note 22 : Depreciation/Amortization

Tangible Assets 6,154,316 6,858,789Intangible Assets 3,135,237 2,368,737

9,289,553 9,227,526

23. Estimated amount of contract remaining to be executed on capital account and not provided for ` Nil (Previous Year ` Nil)

24. Contingent Liabilities not provided for :

a. Guarantees given by the company ` NIL (P.Y. - NIL)

b. Claims against the company not acknowledge as debts ` 14.99 Lacs (P.Y. - NIL) Income Tax (AY 2010-11)

25. Balance confirmations, Sundry Debtors, Sundry Creditors, Deposits and the parties to whom the advances are given are subject to reconciliation and such are as per books of accounts only. Adjustment thereto having an impact of revenue nature, if any, will be made during the period in which the same are fully reconciled.

26. In the opinion of Board of Directors and explanations given to us, the Current Assets, Loans and Advances are approximately of the value stated if realised in the ordinary course of business. The provision for depreciation and all known liabilities are adequate.


27. In accordance with the requirements of section 217 (2A) of the Companies Act, 1956, the number of employees who were:

(a) Employed through out the period at remuneration, which in aggregate was not less than ` 60, 00,000/- per annum (including Directors)

NIL

(b) Employed for part of period at remuneration which in aggregate was not less than ` 5,00,000/- per month (including Directors)

NIL

28. CIF Value of Imports ` NIL (P.Y. 67,088/-)

29. Earning & Expenditure in foreign exchange

a) Earnings NIL (P.Y. NIL)

b) Expenditure ` NIL (P.Y. 67,088/-)

30. Segment Reporting

From 01.04.2013 to 31.03.2014

(Amount in `) Particulars Information

Technologies/Services

Media & Entertainment

Other Income Total

1. Segment Revenue Sales/ Net Income 13,25,87,775 1,62,15,680 6,45,254 14,94,48,709Less: Inter-segment Revenue - - - -Net Sales/Income 13,25,87,775 1,62,15,680 6,45,254 14,94,48,709

2. Segment ResultsProfit/(loss) before tax and Interest from each segment 2,24,015 86,47,763 6,45,254 95,17,032Less:Interest 61,701Un-allocable expenditure 92,89,533Total Profit/(Loss) before Tax 1,65,778Less: Provision for Current Tax 1,85,000Total Profit/(Loss) after Tax (19,222)Less: Deferred Tax (14,05,355)Add: Prior Period Items (79,001)Net Profit/(Loss) (14,68,114)

Note: 1) ) Segments have been identified in line with Accounting Standard - 17 (AS-17) on Segment Reporting issued by the Institute of Chartered Accountants of India, taking into account the nature of activities as well as the differential risks and returns attached. The Company’s operation predominantly relates to the following segments:

a) Information Technologies/Services

b) Film Production and Distribution

c) Investment & Finance

2) There is no inter-divisional or inter segmental transfer of goods and services.

3) There is no secondary segments i.e. Geographical by Customers.


31. Earnings per share (EPS) -

The Earning per share has been calculated as specified in Accounting Standard 20 on “Earning per Share” issued by the Institute of Chartered Accountants of India, the related disclosures are as below:

Particulars 2013-2014 2012-13Profit / (Loss) after current and deferred tax (`) 14,68,114 (3,17,559)Basic / Weighted Average number of Equity SharesOutstanding during the year 1,13,27,630 1,13,27,630 Nominal value of Equity Share (`) 10.00 10.00Basic / Weighted Earning per Share 0.13 (0.03)Diluted Earning Per Share 0.13 (0.03)

32. Related party Disclosure (where transactions have taken place): In terms of Accounting Standard AS-18, all related parties have been identified by management and relied upon by the auditors.

a) Name of Related Parties & description of relationship:

i) Key Management Personnel:

Sh. Rakesh Bhhatia - Chairman

Sh. Ashok Juneja - Director

Smt. Arti Bhatia - Wife of Rakesh Bhhatia

Smt. Jaya Misra - Director

Sh. Rajiv Kumar - Director

Sh. Vimal Kumar Srivastava - Director

Sh. J K Bhatia - Brother of Rakesh Bhhatia

Ms. Garima Bhatia - Daughter of Rakesh Bhatia

Smt. Bharti Singh - Sister-in-law of Rakesh Bhatia

(ii) Related Parties where control exists:

Bharatiya Global Infomedia Limited

Bhatia Investment & Finance (P) Ltd.

Number One Finsec (P) Ltd.

Number One Finvest (P) Ltd.

Grindlay Finman (P) Ltd.

Ignite Media & Entertainment Pvt. Ltd

Rakesh Bhhatia HUF

b) Details of Transaction:-

(Amount in `) Particulars As on 31.03.2014 As on 31.03.20143(i) Companies where control exists

Transactions:*Sale of Services NIL NIL*Rent 2,88,000 1,88,000*Sale Of Film Rights NIL 50,75,000*Sale of Goods 31,50,000 NIL*Purchase of Services NIL 6,25,000Outstanding as at Balance Sheet Date*Payables 1,68,000 NIL*Receivable 23,37,619 1,99,48,429


(Amount in `) Particulars As on 31.03.2014 As on 31.03.20143(ii) Key Management Personnel & their relatives

Transactions: Salary Paid 16,11,500 13,80,000Director Remuneration Paid 3,82,258 2,50,000Director Fees Paid 25,000 60,000Outstanding as at Balance Sheet Date Amount Payable 1,09,500 NIL Amount Receivable 4,66,825 11,57,738

33. Deferred Tax Liabilities for the year ended 31.03.2014 comprises of :

(Amount in `) Particulars As on 01.04.2013 For the year As on 31.03.2014On account of Difference of Book Depreciation & Tax Depreciation

75,21,574 (14,08,335) 60,34,239

34. Previous year figures have been re-grouped, re-arranged and/or re-casted, wherever considered necessary so as to make them comparable with the current year figures.

35. No Provision has been made for Gratuity, leave encashment or other retirement benefits, which are accounted for on payment basis only. However, the company has calculated the estimated amount of gratuity which comes to ` 2,40,577/- as at 31st March 2014.

36. The Company has paid a sum of ̀ 1,28,46,331 as share application money to Grindlay Finman Private Limited and ` 50,50,000 to Number One Finvest Private Limited, but no written intimation of allotment of shares has been received as yet by either of the companies and the same are shown under head Short-Term Loans and Advances in the balance sheet.

37. No provision has been made for diminution in value of Investments as in the opinion of management, the diminution in the value of quoted investments amounting to ` 186.35 lacs is temporary in nature.

38. Lease Terms Operating Lease:

As Lessee: Operating Lease Rentals charged to Revenue for right to use following assets are:

Particulars 2013-14 2012-13Office/Guest House/Residential Premises 14.75 Lacs 9.88 Lacs

39. Above mentioned Significant Accounting policies and notes on Accounts form an integral part of the Balance Sheet as at 31st March, 2014 and the statement of Profit & Loss Account for the year ended on that date and have been duly authenticated.






DIN : 00046983

Rajiv KumarDirector




BGIL Films & Technologies Ltd.(CIN: L65993DL1989PLC035572)

Regd. Office: B-13 L.G.F Amar Colony Lajpat Nagar-IV New Delh-110020Tel +91 -011-40765562 , Fax +91-011-41377519,

Website: www.bgilfilms.com; e-mail: [email protected]

ATTENDANCE SLIPPLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE VENUE

DP-Id* Folio No.Client-Id* No. of shares

Name and address of the Shareholder ________________________________________________________________

_________________________________________________________________________________________________

_________________________________________________________________________________________________

Name and address of the Proxy holder ________________________________________________________________

_________________________________________________________________________________________________

_________________________________________________________________________________________________

I/We hereby record my/our presence at the 25th Annual General Meeting of the Company held on Monday the 29th day of September, 2014 at 03:45 P.M. at A-81, Bipin Chandra Pal Memorial Trust, C.R. Park, New Delhi-110019.

______________________

Signature of Shareholder

______________________

Signature of Proxy holder

*Applicable for investors holding shares in electronic form.

BGIL Films & Technologies Ltd.(CIN: L65993DL1989PLC035572)

Regd. Office: B-13 L.G.F Amar Colony Lajpat Nagar-IV New Delh-110020Tel +91 -011-40765562 , Fax +91-011-41377519,

Website: www.bgilfilms.com; e-mail: [email protected]

PROXY FORM[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration), Rules, 2014]

Name of the Member(s) :

Registered address:

E-Mail ID: Folio No.

DP-ID / Client-ID* :

*Applicable for investors holding shares in electronic form.

I/We, being the member(s) holding ______________________ shares of BGIL Films & Technologies Ltd., of `1/- each hereby appoint

(1) Name: _____________________________of_______________________________________________

__________________________________having e-mail id__________________________or failing him

(2) Name: _____________________________of_______________________________________________


(3) Name: _____________________________of_______________________________________________


and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 25th Annual General Meeting of the Company, to be held on Monday, the 29th day of September, 2014 at 03:45 P.M. at A-81, Bipin Chandra Pal Memorial Trust, C.R. Park, New Delhi-110019 and at any adjournment thereof in respect of such resolutions as are indicated below :

** I wish my above Proxy to vote in the manner as indicated in the Box below :

Sl. No. Resolutions For AgainstOrdinary Business

1. Adoption of Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors and Auditors for the financial year ended March 31, 2014.

2. Re-appointment of Mr. Rakesh Bhhatia, Director (DIN: 00046983) who retires by rotation

3. Appointment of M/s SNMG & Co., Chartered Accounts (Firm Registration No. 004921N), New Delhi, as Auditor and to fix their remunerationSpecial Business

4. Appointment of Mrs. Jaya Misra, as Director, liable to retire by rotation and also a Whole-Time Director

5. Adoption of New set of Articles of Association as per Companies Act, 20136. Appoint Ashok Kumar Juneja as an Independent Director upto up to three consecutive

years from the date of appointment7. Appoint Rajiv Kumar as an Independent Director upto up to three consecutive years

from the date of appointment8. Appoint Harjeet Singh Anand as an Independent Director upto up to three consecutive

years from the date of appointment9. Authority to borrow money from time to time under Section 180(1)(c) of the Companies

Act, 201310. Authority to provide Security under Section 180(1)(a) of the Companies Act, 201311. Authority to give any loan, guarantee or provide security under section 186 of Companies

Act, 2013

Signed this ________ day of ______________________ 2014

_________________________ Signature of shareholder

________________________ ___________________________ ________________________

Signature of first Proxy holder Signature of second Proxy holder Signature of third Proxy holder

Notes:

1. This form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the meeting.

2. A Proxy need not be a member of the Company.

3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

**4. This is only optional. Please put a ‘X’ in the appropriate column against the resolution indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolution, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

5. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

6. In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

Affix Revenue Stamp

Notes:


If Undelivered, Please return to:

Corp. Office: B-66, Sector-60, Noida-201301

Uttarpradesh (U.P.), India.

www.bgilfilms.com

BGIL Films & Technologies LimitedMrs. Jaya Misra Executive Director Mr. Harjit Singh Anand...

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