B A G Films & Media Ltd
Directors Reports
To,
The Members of,
B.A.G. Films and Media Limited
The Board of Directors ("the Board") is delighted to
present the 30th Annual Report on business and operations of B.A.G. Films and
Media Limited ("the Company") along with the Audited Financial Statements
for the financial year ended March 31,2023.
1. FINANCIAL RESULTS
In compliance with the provisions of the Companies Act, 2013 ('the
Act') and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
('the SEBI Listing Regulations') the Company has prepared its standalone and
consolidated audited financial statements as per Indian Accounting Standards (Ind AS) for
the financial year 2022-23. The standalone and consolidated performance of the Company and
its subsidiaries, for the year under review along with previous year figures are given
hereunder:
(Rs in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Total Income |
3,559.61 |
3,480.59 |
11,231.68 |
12,229.53 |
| Total Expenditure other than Financial Costs and Depreciation |
2,955.24 |
2,740.69 |
9,901.55 |
10,060.56 |
| Profit before Depreciation & Financial Charges |
594.08 |
714.28 |
1,301.49 |
2,128.02 |
| Financial Charges |
366.96 |
370.55 |
932.90 |
1,037.61 |
| EBIDTA |
594.08 |
714.28 |
1,301.49 |
2,128.02 |
| Depreciation and Amortisation Expense |
225.64 |
294.27 |
523.51 |
614.56 |
| Profit before Tax |
1.48 |
49.46 |
(154.92) |
475.85 |
| Provision for Tax |
39.15 |
28.60 |
22.83 |
21.36 |
| Profit after Tax |
(37.67) |
20.86 |
(177.75) |
455.08 |
| Proposed Dividend |
Nil |
Nil |
Nil |
Nil |
Notes:
I. There are no material changes and commitments affecting the
financial position of the Company between the end of the financial year and the date of
this report.
II. Previous year figures have been regrouped / re-arranged wherever
necessary.
2. COMPANY PERFORMANCE/ STATE OF COMPANY'S AFFAIRS
During the year under review, the Standalone revenue from operations of
the Company was Rs. 3,531.71 Lakhs against Rs. 3,468.57 Lakhs during the previous
financial year. As per the Consolidated Accounts, the total income decreased from Rs.
12,229.53 Lakhs to Rs. 11,231.68 Lakhs during the year. There was standalone EBIDTA of Rs.
594.08 Lakhs as against Rs. 714.28 Lakhs in previous year, whereas the Consolidated EBIDTA
decreased from Rs. 2,128.02 Lakhs to Rs. 1,301.49 Lakhs during the year.
B.A.G. Films and Media Limited (hereinafter referred to as BAG)
holds the unique distinction of producing programmes of all genres. We are proactive with
our content pipeline and endeavor to hit new genres before the market evolves. The Company
continues to focus on driving digital in every part of the business to stay in tune with
technological advancements and drive efficiencies across the value chain. We are looking
forward to an opportunity of renewed growth in the sector, which will allow us to deliver
better quality content to consumers.
BAG with a rich industry presence of over 30 years, remains committed
to its purpose of quality content for different age groups, formats, media and news and
nonnews platforms. The Company creat content of wide range from movies, daily soaps, drama
and comedy to OTT.
BAG has the capacity to create content for varied genres and viewers
across age groups. Your Company pitched content production to various OTT platforms
including MX player, Applause and others.
We have constantly built relationships across the news and
entertainment industry which allows us to identify new avenues and markets. Our in house
expertise along with strong partnerships in the content creation, aggregation and
distribution system enabled us to create and deliver engaging content at a competitive
cost and sustain in these unprecedented times.
3. COVID-19 IMPACT AND SAFTY
As Covid-19 receded this year, fully vaccinated employees came back to
the office in a calibrated manner and office operations were reinstated. We continue to
monitor the Covid-19 situation across locations and provide inputs / guidance from time to
time in accordance with the government directives.
The priority of the Company during this period has been to safeguard
the health and well-being of employees, customers and communities at large while managing
business operations as efficiently as possible. The Company has assessed the likely impact
of the pandemic on the business.
Company was continuously working to minimise the impact of the
pandemic. To mitigate the adverse impact of COVID-19 on the business, the Company
continued with its strategy to manage costs, cash flows and maintain adequate liquidity.
While traditional and outdoor mediums of distribution of content, continue to be
unavailable; the home consumption mediums, such as television channels and OTT platforms
have gained even more popularity and viewership.
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there has been no change in the nature of
business of the Company.
5. DIVIDEND
The Board has not recommended and paid any dividend for the financial
year 2022-23.
6. GENERAL RESERVE
The Company has not transferred any amount to General Reserve for the
financial year ended March 31,2023.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND
In terms of Section 125 of the Act, relevant amounts which remained
unpaid or unclaimed for a period of seven years have been transferred by the Company to
the Investor Education and Protection Fund (IEPF) established by the Central Government.
During the year under review, the Company has no unclaimed and/or unpaid dividend amount
which remain unclaimed or unpaid for a period of seven years or more.
Any shareholder whose shares or unclaimed dividend have been
transferred to the Fund, may claim the shares under provision to Section 124(6) or apply
for refund under Section 125(3) or under proviso to Section 125(3), as the case may be, to
the Authority by making an application in Web Form IEPF - 5 available on website at
www.iepf.gov.in.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (i) Composition of Board of
Directors:
The Board of the Company is comprised of eminent persons with proven
competence and integrity. Besides the experience, strong financial acumen, strategic
astuteness, and leadership qualities, they have a significant degree of commitment towards
the Company and devote adequate time.
As on March 31,2023, the Company had six Directors comprising of three
Independent Directors, two Non-Executive Directors and one executive as a Chairperson and
Managing Director (CMD), details thereof have been provided in the Corporate Governance
Report.
Besides, Ms. Anuradha Prasad Shukla, the Chairperson and Managing
Director, the Board of the Company has one woman Independent Director, viz. Ms. Urmila
Gupta.
In terms of the requirement of the SEBI Listing Regulations, the Board
has identified core skills, expertise, and competencies of the Directors in the context of
the Company's businesses for effective functioning. The list of key skills, expertise and
core competencies of the Board of Directors is detailed in the Corporate Governance
Report.
In the opinion of the Board, all the directors, as well as the
directors appointed / re-appointed during the year possess the requisite qualifications,
experience and expertise and hold high standards of integrity. Criteria for determining
qualification, positive attributes and independence of a director is given under the NRC
Policy.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees and reimbursement of expenses incurred by them for attending meetings of the Board /
Committee of the Company.
During the year under review, Mr. Anil Kapoor, Director of the Company
had sad demised as on 21.04.2022.The Board recorded his appreciation for the assistance
and guidance provided during his tenure as Director of the Company.
(ii) Key Managerial Personnel:
As on March 31, 2023, the Key Managerial Personnel (KMP) of the Company
as per Section 2(51) read with section 203 of the Act were as follows:
| Name |
Designation |
| Ms. Anuradha Prasad Shukla |
Chairperson and Managing Director |
| Mr. Ajay Jain |
Chief Financial Officer |
| Mr. Rajeev Parashar |
Company Secretary and Compliance Officer |
(iii) Appointment/ Reappointment of Directors made during FY 2022-23:
In accordance with Regulation 17(1 C) of the SEBI Listing Regulations,
with effect from January 1, 2022, approval of the shareholders for appointment of a person
on the Board of Directors is required to be obtained either at the next general meeting or
within a time period of three months from the date of appointment, whichever is earlier.
The approval of the shareholders of the Company was required within three months for
appointment of director.
Based on the recommendation of the Nomination and Remuneration
Committee ("NRC"), the Board approved the appointment/re-appointment of the
following Directors, during FY 2022-23 and such appointment/ re-appointment were also
approved by the Members at the 29th Annual General Meeting held on August 29, 2022
("29th AGM"):
1. Mr. Chandan Kumar Jain: (DIN:09605901), who was appointed by the
Board as an Additional Director under the category of Non-Executive, Independent Director
with effect from May 30, 2022, was appointed as a Non- Executive Director of the Company
at the 29th AGM. The Members also approved the appointment of Mr. Chandan Kumar Jain as an
Independent Director of the Company for a term of five years commencing from May 30, 2022
up to May 29, 2027.
The Board affirmed that Mr. Chandan Kumar Jain meet the criteria of
independence as provided in Section 149(6) of the Act, including rules framed thereunder,
as well as Regulation 16(1)(b) of the SEBI Listing Regulations.
2. Mr. Sanjeev Kumar Dubey (DIN: 03533543) who was appointed by the
Board as an Additional Director under the category of Non-Executive Director with effect
from May 30, 2022, was appointed as a Non- Executive Director of the Company. The Members
also approved the appointment of Mr. Sanjeev Kumar Dubey as a Non-Executive Director of
the Company at the 29th AGM.
3. Ms. Anuradha Prasad Shukla (DIN 00010716), Executive Director of the
Company, who retired by rotation in terms of Section 152(6) of the Act was re-appointed at
the 29th AGM.
(iv) Retirement by rotation:
In line with the provisions of section 152 of the Act and the Articles
of Association of the Company, Mr. Sudhir Shukla (DIN: 01567595), retires by rotation at
the ensuing 30th AGM and being eligible, for reappointment.
Brief details of Directors proposed to be appointed / re-appointed as
required under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard 2
are provided in the Notice of the ensuing 30th AGM of the Company.
(v) Confirmation and Declaration from Independent Directors:
The Company has received declarations from all its Independent
Directors, confirming that they meets the criteria of independence as prescribed under
Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of
the SEBI Listing Regulations and they continue to comply with the Code of Conduct laid
down under Schedule IV of the Act. In terms of Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors have confirmed that they are not aware of any
circumstance or situation that exists or may be reasonably anticipated that could impair
or impact their ability to discharge their duties with an objective independent judgment
and without any external influence. The Directors have further confirmed that they were
not debarred from holding the office of the director under any SEBI order or any other
such authority.
The Independent Directors have also confirmed that they have complied
with the Company's Code of Conduct. The Board is of the opinion that the Independent
Directors of the Company possess requisite qualifications, experience and expertise in the
fields of technology, digitalisation, television & broadcasting, human resources,
strategy, auditing, tax and risk advisory services, financial services, corporate
governance, etc. and that they hold highest standards of integrity.
In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent Directors of the Company and
the Board is satisfied with the integrity, expertise, and experience (including
proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all
Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of
the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have confirmed that they have registered with the
databank maintained by the India Institute of Corporate Affairs.
In a separate meeting of independent directors, performance of
non-independent directors, performance of the Board as a whole and performance of the
chairperson was evaluated, taking into account the views of executive director and
non-executive directors. Performance evaluation of independent directors was done by the
entire Board, excluding the independent director being evaluated. Details of
Familiarization Programme for the Independent Directors are provided separately in the
Corporate Governance Report.
9. BOARD EVALUATION
Evaluation of performance of all Directors is undertaken annually. The
Company has implemented a system of evaluating performance of the Board and of its
Committees and the Non-Executive Directors on the basis of a structured questionnaire
which comprises evaluation criteria taking into consideration various performance related
aspects. The performance of the Executive Director is evaluated on the basis of
achievement of their Key Result Areas. The Board of Directors has expressed its
satisfaction with the evaluation process.
10. NUMBER OF MEETINGS OF THE BOARD
The Board meets on regular interval to discuss and decide on the
Company/business policy and strategy apart from other Board business. During the year
under review, the Board of Directors of your Company met six times. The intervening gap
between the Meetings was within the period prescribed under the Act. The details of Board
meetings and the attendance of the Directors are provided in the Corporate Governance
Report, which forms part of this Annual Report.
Committees of the Board of Directors
As required under the Act, and the SEBI Listing Regulations, the
Company has constituted the following statutory committees:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Risk Management Committee
In addition to the above, the Board has formed an ESOP Committee and
Securities Committee to review specific business operational matters and other items that
the Board may decide to delegate.
Details of all the Committees such as terms of reference, composition,
and meetings held during the year under review are disclosed in the Corporate Governance
Report, forming part of this Annual Report.
11. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to requirements of Section 134(3)(c) and 134(5) of the Act
with respect to Directors' Responsibility Statement, the Directors confirm that: -
a) In the preparation of the annual financial statement for the
financial year ended March 31, 2023, the applicable accounting standards had been followed
with no material departures;
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2023 and
of the loss of the Company for that year ended on that date;
c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts of the Company on a 'going
concern' basis;
e) They have laid down proper internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
f) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
12. SUBSIDIARY COMPANIES
The Company has four subsidiaries as on March 31,2023. There is no
associate company within the meaning of Section 2(6) of the Act.
There is no changes in number of subsidiaries of the Company either by
acquisition or otherwise during the year under review. The details of the business of key
operating subsidiaries during FY 2022-23 are given in the Management Discussion and
Analysis Report, which forms part of this Annual Report.
News24 Broadcast India Limited
News24, a 24 hours National Hindi free to air Hindi news channel
operating through its subsidiary, News24 Broadcast India Limited, has consistently
maintained healthy market share in Hindi News Genre and is available throughout India on
cable and DTH platforms includes Tata Play, Dish TV, and Airtel Digital. In the age of
social media, News24 has been able to maintain its credibility and has gained immense of
popularity.
News24 is immensely popular on digital and social platform like
Facebook, YouTube, Twitter, etc.
News24, is also available throughout West Asia and the MENA Region on
DU network across Middle East and North Africa including Algeira, Baharin, Chad, Djibouti,
Egypt, Iraq, Iran, Jorda, Kuwait, Lebnan, Libya, Mauritania, Morocco, Oman, Qatar, Saudia
Arabia, Somalia, North Sudan, Syria, Tunisia, U.A.E. & Yemen.
The Company further strengthened its presence in the Hindi heartland
with the populority of its regional News channel - NEWS24 MPCG through its subsidiary
News24 Broadcast India Limited. Madhya Pradesh (MP) & Chhattisgarh (CG) is one of the
key news markets which have a population of roughly more than 150 million and their news
appetite has been growing unceasingly. NEWS24 MPCG has become the leading Hindi News
Channel in Madhya Pradesh & Chattisgarh.
E24 Glamour Limited
E24, a 24 hours Entertainment channel operating through its
subsidiary E24 Glamour Limited. E24 is available throughout Hindi speaking market (HSM) on
cable and on DTH platforms such as Airtel & Tata Play.
E24, is also available throughout West Asia and the MENA Region on DU
network across Middle East and North Africa including Algeira, Baharin, Chad, Djibouti,
Egypt, Iraq, Iran, Jorda, Kuwait, Lebnan, Libya, Mauritania, Morocco, Oman, Qatar, Saudia
Arabia, Somalia, North Sudan, Syria, Tunisia, U.A.E. & Yemen.
E24 helps build deep rooted connection of people from India -
subcontinent to their homeland.
The music and news genre has been facing considerable heat and stiff
competition from digital and social media platforms. This competition along with increased
cost of music royalties has rendered streaming music and related content unviable, forcing
a re-jig into content planning. Your channel focused on regional movies and content to
reduce costs and dependence on Bollywood contents.
Skyline Radio Network Limited
The Company has FM radio stations, on frequency 106.4 operating through
its subsidiary Skyline Radio Network Limited in Hissar, Karnal, Patiala, Ranchi,
Muzaffarpur, Dhule, Jalgaon, Ahemednagar, Simla and Jabalpur. Radio industries is
recovering from impact of COVID-19 crisis. The management is exploring various options to
sustain and build revenues. The Company is exploring collaboration with other radio
players in order to increase revenues and optimise costs.
BAG Network Limited
BAG Network Limited is a wholly owned subsidiary of the Company. The
Company is dormant and like previous year has not carried out any business during the
financial year.
The Company has adopted a Policy for determining Material Subsidiaries
in terms of Regulation 16(1) (c) of the SEBI Listing Regulations as amended from time to
time. The Policy as approved by the Board has been uploaded on the Company's website at
the web link http://bagnetwork24.in/pdf/Policy for Detarmining Material Subsidiaries.pdf.
Consolidated Financial Statements
Pursuant to the provisions of Section 129, 134 and 136 of the Act read
with rules framed there under and Regulation 33 of the SEBI Listing Regulations, the
Company has prepared consolidated financial statements of the Company and its subsidiaries
and a separate statement containing the salient features of financial statement of
subsidiaries in Form AOC-1 which forms part of this Annual Report. The details of basis of
preparation and consideration, principle of consolidation are disclosed in Notes of
Consolidated Financial Statement.
Further, pursuant to the provisions of section 136 of the Act, the
financial statements of the Company including the consolidated financial statements along
with relevant documents and separate audited financial accounts in respect of
subsidiaries, are available on the company's website www.bagnetwork24.in. The subsidiary
companies' documents will also be available for inspection at Company's website at
www.bagnetwork. in.
13. ANNUAL RETURN
Pursuant to Section 134(3)(a), the Annual Return of the Company for the
financial year ended March 31, 2023, is hosted on the website of the Company and can be
accessed at https://bagnetwork24.in/pdf/BAGFILMS Form MGT 7 31.03.2023.pdf.
14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Energy Conservation Measures Taken by the Company
The provisions of Section 134(3)(m) of the Act read with Companies
(Accounts) Rules, 2014, relating to Conservation of Energy do not apply to the Company.
However, significant measures are taken to reduce energy consumption by using
energy-efficient computers and by purchasing energy efficient equipment. We purchase
computers, laptops, air conditioners etc. that meet environmental standards, wherever
possible and regularly upgrade old equipment with energy-efficient equipment.
Technology Absorption
The provisions of Section 134(3)(m) of the Act, relating to Technology
Absorption do not apply to the Company. The Company's research and development initiative
mainly consists of ideation of new subjects for our content production business, which are
used in the creation of new storyline and tracks. The expenses incurred on such
initiatives are not practically quantifiable.
The Company is an integrated player in the media & entertainment
industry and our business is such that there is limited scope for new technology
absorption, adaptation and innovation. However, the Company uses the latest technology,
wherever possible to deliver superior production value, as a regular process.
15. FOREIGN EXCHANGE EARNING AND OUTGO
During the financial year 2022-23, your Company's foreign exchange
earnings was Rs. 1,20,000.00 and foreign exchange outgoings were Rs. 35,97,166.00.
16. SIGNIFICANT AND MATERIAL ORDERS
During the year under review, there were no significant and material
orders passed by the Regulators/ Courts/ Tribunals impacting the going concern status and
Company's operations in future.
17. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has an internal control system, commensurate with the size,
scale and complexity of its operations. The Company has in place adequate controls,
procedures and policies, ensuring orderly and efficient conduct of its business, including
adherence to the Company's policies, safeguarding of its assets, prevention and detection
of frauds and errors, accuracy and completeness of accounting records and timely
preparation of reliable financial information.
Based on the framework of internal financial controls and systems of
compliance which are established and maintained by the Company, audits conducted by the
Internal, Statutory and Secretarial Auditors including audit of internal financial
controls over financial reporting by the Statutory Auditors and reviews by the Management
and the Audit Committee, the Board is of the opinion that the Company's internal financial
controls were adequate and effective during FY 2022-23.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to Section 134(3)(g) of the Act, a statement containing
details of loans, guarantee and investment made under Section 186 of the Act and the SEBI
Listing Regulations, for the Financial Year 2022-23 are given in the Financial Statements
forming part of this Annual Report.
19. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
Risk management is embedded in BAG's operating framework. The Company
believes that risk resilience is key to achieving higher growth. To this effect, there is
a process in place to identify key risks across the Company and priorities relevant action
plans to mitigate these risks.
The Company has duly approved a Risk Management Policy. The objective
of this Policy is to have well-defined approach to risk. The Policy lays down broad
guidelines for timely identification, assessment and prioritisation of risks affecting the
Company in the short and foreseeable future. The Policy suggests framing an appropriate
response action for the key risks identified, so as to make sure that risks are adequately
addressed or mitigated. The audit committee has additional oversight in the area of
financial risks and controls. At present, in the opinion of the Board of Directors, there
are no risks which may threaten the existence of the Company.
The said Risk Management Policy is also available on the company's
website at the web link http://bagnetwork24. in/pdf/Whistle Blower Policy.pdf
In terms of Regulation 21 (3A) of the SEBI Listing Regulations, one
meeting of the Risk Management Committee of the Company was held during the year under
review wherein the management confirmed that the Company on regular basis assesses,
evaluates and monitors the risks-both internal and external associated with various
aspects of its business and takes necessary mitigating steps, wherever possible to manage
such risks.
20. DISCLOSURE OF DEPOSITS
The Company has neither accepted nor renewed any deposits during the
Financial Year 2022-23 in terms of Chapter V of the Act.
21. CORPORATE SOCIAL RESPONSIBILITY POLICY
The Company believes in voluntary commitment to Corporate Social
Responsibility initiatives, though mandatory contribution is not yet applicable on the
company. The Company shall report the same and shall submit the relevant report as and
when they become applicable.
22. NOMINATION AND REMUNERATION POLICY
The Company has the Nomination and Remuneration Policy for selection
& appointment of Directors, senior management and their remuneration in compliance
with provisions of section 178 of the Act and Regulation 19 of the SEBI Listing
Regulations as amended from time to time.
The Nomination and Remuneration Policy of Directors, Key Managerial
Personnel and other Employees (NRC Policy) of the Company is a comprehensive policy which
is in consonance with the industry practices. The policy ensures equality, fairness and
consistency in rewarding the employees on the basis of performance against set objectives.
The Company's Nomination and Remuneration Policy relating to
appointment of Directors, payment of managerial remuneration, Directors' qualifications,
positive attributes, independence of Directors and other related matters as provided under
Section 178(3) of the Act, is available on our company's website at the web
link http://bagnetwork24.in/pdf/Nomination and Remuneration Policy.pdf
23. RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions that were entered by the
Company during the financial year under review, were on arm's length basis, in the
ordinary course of business and were in compliance with the applicable provisions of the
Act and the SEBI Listing Regulations.
The Policy on Materiality of Related Party Transactions and dealing
with Related Party Transaction as approved by the Board of Directors, in line with the
requirements of the Act and the SEBI Listing Regulations, has been uploaded on the
Company's website at the web link https:// bagnetwork24.in/pdf/Related Party Transactions
Policy.pdf. None of the directors has any pecuniary relationship or transactions vis-a-vis
the Company except remuneration and sitting fees.
The Policy intends to ensure that proper reporting approval and
disclosure processes are in place for all transactions between the Company and related
parties. Omnibus approval was obtained on a yearly basis for transactions which are of
repetitive nature and/or entered in the ordinary course of business and are at Arm's
Length Price.
The particulars of related party's transactions referred to in
sub-section (1) of section 188 of the Act and Regulation 23 of the SEBI Listing
Regulations as amended including certain arm's length transactions under third proviso
thereto are disclosed in Form No. AOC-2 in Annexure I forming part of the Board's
Report.
24. DISCLOSURE OF VIGIL MECHANISM
The Company has a vigil mechanism through Whistle Blower Policy and has
established the necessary vigil mechanism for Directors and employees of the Company in
conformation with section 177(9) of the Act and Regulation 22 of the SEBI Listing
Regulations to report concerns about unethical behavior, actual or suspected fraud or
violation of the company's code of conduct or ethics policy to the Audit Committee. There
is no restriction for reporting any such occurrence and all the employees have
uninterrupted access for reporting their concern in confidence to the Audit Committee. The
details of the Whistle Blower Policy are posted on the website of the Company at
www.bagnetwork24.in.
25. POLICIES
The updated policies adopted by the Company as per statutory and
governance requirements are uploaded on website of the Company at www.bagnetwork24.in.
26. AUDITORS AND AUDITORS' REPORT
(i) Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with rules
made thereunder, M/s. Kumar Khare & Co., Chartered Accountants (ICAI Firm Registration
No 006740C), were appointed as Statutory Auditors of the Company for a term of five
consecutive years to hold office till conclusion of the 29th AGM of the Company held in
the calendar year 2022. The period of office of M/s. Kumar Khare & Co. has expired on
29th AGM of the Company.
During the year under review, the Board has, after evaluating and
considering various factors such as industry experience, competency of the audit team,
efficiency in conduct of audit, independence, etc at its meeting held on July 26, 2022 on
the recommendation of Audit Committee, has recommended to the Members, the appointment of
M/s Joy Mukherjee & Associates, Chartered Accountants (ICAI Registration No. 006792C)
as Statutory Auditor of the Company for a period of five years from the conclusion of 29th
Annual General Meeting till the conclusion of 34th Annual General Meeting of
the Company.
As per the requirement of the Act, as amended, M/s Joy Mukherjee &
Associates, Chartered Accountants have given their consent to act as the Statutory Auditor
of the Company and confirmed that the appointment is within the limits specified under
Section 141(3)(g) of the Act and is not disqualified to be appointed as Statutory Auditor
in terms of the provisions of the Section 139 and 141 of the Act, the Chartered
Accountants Act, 1949 and the rules made thereunder.
(ii) Qualification in Auditors reports
M/s Joy Mukherjee & Associates, Chartered Accountants has submitted
their report on the financial statements of the Company for the financial year ended March
31, 2023 which forms part of this Annual Report. They have issued an unmodified audit
opinion without any qualification, reservation or adverse remark.
(iii) Internal Auditors
The Board in its meeting hold on May 19, 2022 appointed M/s Gaurav
Saxena & Co. as an Internal Auditor to conduct Internal Audit with effect from
01.04.2022.
(iv) Secretarial Auditors and their Reports
Pursuant to the provisions of Section 204 of the Act and the rules made
thereunder, the Company has appointed M/s Balika Sharma & Associates, a firm of
Company Secretaries in Practice (C.P.No. 3222) to undertake the Secretarial Audit of the
Company for the financial year ended 31st March, 2023.
Pursuant to the provision of section 204 of the Act and Regulation 24A
of the SEBI Listing Regulations, a Secretarial Audit Report in Form No. MR-3 for the
financial year ended March 31, 2023 submitted by them is annexed as Annexure II and
forms an integral part of this Report. The said Report does not contain any qualification,
reservation, disclaimer or observation requiring explanation or comments from the Board
under Section 134(3) of the Act.
As per the requirements of the SEBI Listing Regulations, News24
Broadcast India Limited and E24 Glamour Limited, material subsidiaries of the Company have
undertaken secretarial audit for the financial year 2022-23. The Secretarial Audit Report
in Form No. MR-3 for the financial year ended March 31,2023 of the material subsidiaries
does not contain any qualification, reservation or adverse remark and is attached as Annexure
III and Annexure IV respectively and forms an integral part of this Report.
A Secretarial Compliance Report for the Financial year ended March 31,
2023 on compliance of applicable SEBI Listing Regulations and circulars / guidance issued
there under was obtained from M/s Balika Sharma & Associates and submitted to the
stock exchanges. Such Report is annexed as Annexure V which forms as internal part
of this Board Report.
(v) Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, Internal Auditor
and Secretarial Auditor have not reported any instances of frauds committed in the Company
by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act,
details of which needs to be mentioned in this Report.
27. LISTING
The equity shares of the Company are listed with BSE Limited (BSE) and
National Stock Exchange of India Limited (NSE). There are no arrears on account of payment
of listing fee to the Stock Exchanges.
28. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements.
As per Regulation 34(3) of the SEBI Listing Regulations, a separate
section on corporate governance practices followed by your Company, together with a
certificate from company's Statutory Auditors certify on compliance with corporate
governance norms under the SEBI Listing Regulations, is annexed and forms an integral part
of this Annual Report.
29. COMPLIANCE WITH SECRETARIAL STANDARD
The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 of the SEBI Listing Regulations, the
Management Discussion and Analysis report on your Company's performance, industry trends
and other material changes with respect to your Company and its subsidiaries, wherever
applicable, is provided in separate section and forms an integral part of this Annual
Report.
31. CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code)
applicable to Directors, Independent Directors and Senior Management Personnel. The Code
gives guidance and support needed for ethical conduct of business and compliance of law.
The Code reflects the values of the Company. A copy of the Code has been put on the
Company's website www.bagnetwork24.in.
The Company has formulated a Code of Conduct to regulate, monitor,
report trading by designated persons to deter the insider trading in the securities of the
Company based on the unpublished price sensitive information. The said Code envisages
procedures to be followed and disclosures to be made while dealing in the securities of
the Company. The said policy was updated and adopted by the Board of Directors pursuant to
SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.
Besides, the Company has also formulated code of Practice and
Procedures for fair disclosure of Unpublished Price Sensitive Information in addition
therewith pursuant to Regulation 8 of the SEBI (Prohibition of Insider Trading)
Regulations, 2015. These codes are applicable to Directors/officers/connected
person/designated employee of the Company and their immediate relatives. The full text of
the Code is available on the website of Company under "Code of Conduct &
Policies" and can be accessed at Company's website www.bagnetwork24.in.
32. CAPITAL STRUCTURE
The authorized share capital of the Company as on March 31, 2023 was
Rs. 550,000,000/- divided into 275,000,000 Equity Shares of Rs. 2/- each.
The paid up Equity Share Capital as on March 31,2023 was Rs.
395,836,180/- (including calls in arrear of Rs. 170,341/-) divided into 197,918,090 equity
shares of Rs. 2/- each.
During the year under review, the Company neither issued any shares
with differential voting rights nor issued sweat equity shares.
33. REMUNERATION OF DIRECTORS AND EMPLOYEES
The requisite details containing the names and other particulars of
employees in accordance with the provisions of Section 197(12) of the Act read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
annexed as Annexure VI as part of this Board's report.
The information required pursuant to Section 197 of the Act read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of your Company is available for inspection on company website at
www.bagnetwork24. in up to the date of the ensuing Annual General Meeting. If any member
is interested in obtaining a copy thereof, such member may write to the Company Secretary
in this regard.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ('POSH ACT')
The Company has always believed in providing a safe and harassment free
workplace for every individual working in Company's premises through various interventions
and practices. The Company always endeavors to create and provide an environment that is
free from discrimination and harassment including sexual harassment.
The Company has in place a robust policy on prevention of sexual
harassment at workplace which is in line with the requirements of POSH Act. The Company
has complied with provisions relating to the constitution of Internal Complaints Committee
('ICC') under POSH Act. ICC has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary and trainees) are
covered under this policy.
The Company has also constituted ICCs at all its locations, to inquire
into complaints of sexual harassment and recommend appropriate action. No complaint has
been registered with the Company during the year under review.
35. OTHERS
The Directors state that no disclosure or reporting is required in
respect of the following items, during the year under review:
1. Neither any application was made, nor any proceeding is pending
under the Insolvency and Bankruptcy Code, 2016 against the Company.
2. No material events, changes, commitments have occurred between the
end of Financial Year 2022-23 and the date of this Report which have effect over the
financial position of the company.
36. ACKNOWLEDGEMENTS
We take this opportunity to thank the employees for their dedicated
service and contribution to the Company.
We also thank our viewers, bankers, financial institutions, business
associates, members and other stakeholders for their continued support to the Company.
| For and on behalf of the Board of Directors of B.A.G.
Films and Media Limited |
|
|
Anuradha Prasad Shukla |
| Place : Noida |
Chairperson and Managing Director |
| Date : May 29, 2023 |
DIN: 00010716 |
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