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BGIL Films & Technologies Ltd.

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BGIL Films & Technologies Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

The core principles of Corporate Governance practices are fairness, transparency, accountability and responsibility. Effective Corporate Governance emphasizes efficiency, accountability and adaptability to the changing environment. Corporate Governance is a process to manage the business affairs of the Company towards enhancing business prosperity and accountability with the objective of realizing long term shareholder value. Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Corporate Governance for the financial year ended March 31, 2015 is furnished below:

OUR CORPORATE GOVERNANCE PHILOSOPHY-

Corporate 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 corporate 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.

PREVENTION OF INSIDER TRADING:

The Company has instituted a comprehensive code of conduct for prevention of Insider Trading in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Companies Act, 2013.The code requires Designated Employees, Directors,

Officers to maintain the confidentiality of all Price Sensitive Information, prohibits Directors/ Designated Employees to deal in securities of the Company while in possession of price-sensitive information and during the period when the trading window is closed. Any Director, intending to deal in the securities of the Company above the minimum threshold limits, shall obtain pre-clearance of the transactions as per the pre-dealing procedure of the Company. The Compliance Officer of the Company is responsible for implementation of the code.

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.

MECHANISM FOR EVALUATING BOARD MEMBERS:

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria for the performance evaluation of Executive/Non-Executive/Independent Directors. The questionnaire of the survey is a key part of the process of reviewing the functioning and effectiveness of the Board and for identifying possible paths for improvement.

The following are the criteria on the basis of which the Directors are evaluated:

1. Knowledge to perform the role.

2. Time and Level of Participation.

3. Performance of Duties and Level of Oversight.

4. Professional Conduct and Independence.

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

POLICY ON PREVENTION & PROHIBITION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance towards any action on the part of any executive which may fall under the ambit of "Sexual Harassment" at workplace, and is fully committed to uphold and maintain the dignity of every executive working in the Company. The Policy provides for protection against sexual harassment at workplace and for prevention and redressal of such complaints.

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. No Director is related except Mrs. Arti Bhatia to any other Director on the Board in terms of the

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 2015 was as follows

Availability of information to the Board

The 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 Committee

The 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 177 of the Companies Act, 2013.

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 Audit Committee provides direction to the audit and risk management function in the Company and monitors the quality of internal audit and management audit. The responsibilities of the Audit Committee include overseeing the financial reporting process to ensure proper disclosure of financial statements, recommending appointment, remuneration and terms of appointment of external auditors and approving payment for any other services rendered by the Statutory Auditors , reviewing the Annual Financial Statements and Auditors Report before

submission to the Board, reviewing the Quarterly Financial Statements before submission to the Board, evaluation of internal financial controls and risk management systems, reviewing adequacy of internal audit function, structure and staffing of the internal audit function, reviewing findings of internal investigations and discussing the nature and scope of audit as well as post-audit discussion with external auditors, reviewing functioning of Whistle Blower Mechanism.

3.2 Composition, name of Members and Chairman:

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 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

Nomination & Remuneration Committee

Brief description, terms of reference, Composition, name of Members and Chairman: The Committee is entrusted with the following role and responsibilities:

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

2. Formulation of criteria for evaluation of Independent Directors and the Board.

3. Devising a policy on Board diversity.

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

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.

Composition

The composition of the 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

Details of Remuneration paid or payable to Directors during the year 2015:

Total Director Remuneration paid during the year is Rs. 1, 87, 500 and Director sitting fees paid is Rs.10, 000.

Shareholders/Investors Grievance Committee

Scope of Shareholders/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.

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, 2015.

RISK MANAGEMENT COMMITTEE:

The composition of Risk Management Committee is as follows:

Chairperson: Mr. Rakesh Bhhatia - Executive Director.

Members: Mr. Rajeev Kumar - Independent Director.

Mr. Ashok Kumar Juneja - Independent Director. Mr. Harjit Singh Anand - Independent Director.

No meeting of risk management committee was held during the financial year 2014-15.

INTERNAL COMPLAINTS COMMITTEE:

Terms of Reference

The Board of Directors in its Board meeting held on September 03, 2015, constituted the Internal Complaints Committee of the Company to deal with all complaints and allegations of sexual harassment at work place.

MEETING OF INDEPENDENT DIRECTORS OF THE COMPANY:

Pursuant to Clause 49 II (6) of the Listing Agreement, a meeting of Independent Directors is required to be held once in a year inter alia, to:

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

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

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

Meeting of Independent Directors of the Company was held on February 12, 2015. All the Independent Directors were present at the Meeting.

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

General Shareholder Information

Twenty Sixth Annual General Meeting:

Date_September 29, 2015_

Time__11.30 a.

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 2014-2015.

Book Closure : September 23th, 2015 to September 29th 2015 (Both days inclusive).

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

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: mas_serv@yahoo.com

Share Transfer and Transmission system: Investor Correspondence:

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

Name E-Mail ID Telephone Number FAX No.

Mr. Rakesh Bhhatia complianceofficer@bgilfilms.com +91-01204227792 +91-0120-4227791

Following is the address for correspondence with the Company:

BGIL Films & Technologies Limited B-13, L.G.F. Amar Colony Lajapat Nagar-IV, New Delhi-110024. B-66, Sector-60, Noida-201301 (U.P.) E-mail: bgilfilms@bgilinfo.com  he 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.