DIRECTORS' REPORT

Dear Members,

Your Directors have pleasure in presenting the 26th Annual Report with the Audited Financial Statements of BGIL Films & Technologies Limited (BGFT) for the financial year ended March  31st, 2015.

TRANSFER TO RESERVES

There is no provision for any transfer to reserves for the period under review.

DIVIDEND

There is no possibility for dividend this year; it is recommended to look forward for the same keeping in mind the future growth of the company.

Company's Performance

For the Financial year 2014-15 ended March 31, 2015, revenue from operations were Rs.1501.83 lacs, out of which revenue from Information Technologies sector were Rs. 1347.13; there is an increase of 1.60 % over last year (Rs.1325.88 Lacs in 2013-14). Further, Earnings before interest, tax, depreciation and amortization (EBITDA) are Rs. 96.68 Lacs (Rs.95.18 Lacs). The management of your Company tries its best to get a good position in Media & Entertainment Industry besides growth areas from Technology sector. 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 have deep knowledge in the field of media & technology, trying hard to get good results in coming years.

SHARE CAPITAL

There has been no change in the Share Capital of the Company.

PUBLIC DEPOSITS

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

DIRECTORS

Mrs. Jaya Misra who was earlier appointed on 14th August, 2014 as an Additional Director on the Board and further she was elevated as Whole Time Director w. e. f. 29th August, 2014 of the Company for a period of five years, subject to the Shareholders approval in the ensuing Annual General Meeting, has resigned from the office of Whole Time Director dated 30th May,  2015

Mrs. Arti Bhatia was appointed as an whole time Director w. e. f. September 03, 2015 for a period of five years, subject to the Shareholders approval in the ensuing Annual general Meeting.

Mr. Nirmal Vaid was also appointed as Whole Time Director w. e. f. 03rd September, 2015 for a period of five years, subject to the Shareholders approval in the ensuing Annual general Meeting.

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 STATEMENT

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

1. in preparation of the Annual Accounts, the applicable 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 134 OF THE COMPANIES ACT, 2013

Except 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 EMPLOYEES

There is no employee in the Company whose particulars are required to be given under section 134 of the Companies Act, 2013 and the Rules made there under, as amended.

AUDITORS

The auditors, SNMG & Co., Chartered Accountants (Firm Registration No.004921N), hold office until the conclusion of the AGM and eligible for reappointment.

MANAGEMENT DISCUSSION AND ANALYSIS:

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

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

MANAGEMENT:

During the year under review, following appointment and resignations of Directors & Key Managerial Personnel have taken place:

Secretarial Audit:

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s Ritika Shaw & Associates as Secretarial Auditors of the Company.

The Secretarial Audit Report is appended as Annexure - I to this report.

COMMITTEES OF THE BOARD:

Currently, the Board has the following Committees:

a) Audit Committee.

b) Nomination and Remuneration Committee.

c) Stakeholder Relationship Committee.

d) Risk Management Committee.

e) Internal Complaints Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance Section in this Annual Report.

Audit Committee:

The current composition of Audit Committee is as follows:

Chairman : Mr. Rajeev Kumar - Independent Director

Members : Mr. Rakesh Bhhatia - Executive Director

Mr. Harjit Singh Anand - Independent Director

Mr. Ashok Kumar Juneja - Independent Director

All the recommendations made by the Audit Committee during the year were accepted by the Board.

Nomination and Remuneration Committee:

The current composition of Nomination and Remuneration Committee is as follows:

Chairman : Mr. Rajeev Kumar - Independent Director

Members : Mr. Rakesh Bhhatia - Executive Director

Mr. Harjit Singh Anand - Independent Director

Mr. Ashok Kumar Juneja - Independent Director

Stakeholder Relationship Committee:

The current composition of Stakeholder Relationship Committee is as follows:

Chairman : Mr. Rajeev Kumar - Independent Director

Members : Mr. Rakesh Bhhatia - Executive Director

Mr. Harjit Singh Anand - Independent Director

Risk Management Committee:

Chairperson : Mr. Rakesh Bhhatia - Executive Director

Members : Mr. Rajeev Kumar - Independent Director

Mr. Harjit Singh Anand - Independent Director

Mr. Ashok Kumar Juneja - Independent Director

Internal Complaints Committee:

The current composition of Internal Complaints is as follows:

Chairperson : Mr. Rakesh Bhhatia - Executive Director

Members : Mr. Nirmal Vaid - Executive Director

Ms. Arti Bhhatia - Executive Director

Ms. Bharti Saha - Executive

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT-9 is appended as Annexure - II to this report.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient control of its business, including adherence to the Company's policies, the safeguarding of its  assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the workgroups. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The Whistle Blower Policy of the Company is also posted on the website of the Company www.bgilfilms.com  and is appended as Annexure - III to this Report.

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.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - IV (i).

DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to the remuneration of the specified employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - IV (ii).

CORPORATE GOVERNANCE:

Your Company has been practicing the principles of good corporate governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of Clause 49(X) of the Listing Agreement together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report. Certificate of CEO / CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with stock exchanges, is also attached as a part of this Annual Report.

MEETINGS OF THE BOARD:

During the year under review, Five (5) meetings of the Board of Directors were held the detailsof which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between two Board Meetings was not more than One Hundred and Twenty Days.

NOMINATION & REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection & appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is attached along with the Corporate Governance Report of the Company that forms part of the Annual Report, is appended as Annexure V

Risk Management

The Board of Directors is entrusted with various key functions including framing, implementing and monitoring the risk management plan for the Company; ensuring the integrity of the Company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the laws and relevant standards.

The Board of Directors has adopted the Risk Management Policy coupled with the Enterprise Risk Management framework and also established related procedures to inform Board Members about the risk assessment and minimization procedures. Major risks are identified, adequately mitigated continuously and same are reported to the Audit Committee and Board of Directors along with the action taken report. Risk is assessed and mitigated by the Risk Management Procedure involving identification and prioritization of risk events; Categorization of risks into High, Medium and Low based on the business impact and likelihood of occurrence of risks; Risk Mitigation & Control and update risk identification and prioritization.

The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's Risk Management policies, systems and procedures. Internal Audit function is entrusted to KPMG - the independent Internal Auditors. Internal Audit report is presented to the Audit Committee on regular basis and the Chairman of the Audit Committee briefs the Board of Directors about the same.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. As per the requirement of The Sexual Harassment of

Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, the Company has constituted an Internal Complaints Committees. During the financial year under review, no complaint was filed under the aforesaid Act.

Share Capital & Listing of Securities

During the financial year under review, the Company has not issued:

• any equity shares with differential rights as to dividend, voting or otherwise;

• any shares to its employees under the Employees Stock Option Scheme;

• any Sweat Equity Shares.

Particulars of loans given, investment made, guarantees given and securities provided

The Company has not given any loans, guarantees under Section 186 of the Act. Particulars of investments made by the Company during the financial year 2014-15 are provided in the financial statements.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. The Company's internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Company's internal control system including internal financial controls.

ACKNOWLEDGMENT

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.

By order of the Board of Directors

For BGIL Films & Technologies Limited

Sd/- Rakesh Bhhatia

Director

Place: New Delhi

Date: September 03, 2015