To,
The Members,
Our Directors have pleasure in presenting the Forty One (41st) Annual Report
on the business and operations of your Company together with the audited accounts for the
financial year ended March 31st, 2025.
1. Financial Summary/ Performance of the Company:
(Rs. In Lakhs)
Particulars |
For the financial year ended March 31,2025 |
For the financial year ended March 31, 2024 |
Revenue from Operation |
229.71 |
44.57 |
Other Income |
6.50 |
66.43 |
Total Revenue |
236.21 |
111.00 |
Cost of Material Consumed |
- |
33.30 |
Purchase of stock-in-trade |
0.75 |
- |
Change in inventories of Finished Goods, |
|
|
Work-in-Process and Stock-in-Trade |
- |
9.28 |
Employees benefits expenses |
4.89 |
13.55 |
Finance Cost |
- |
- |
Depreciation and Amortisation Expenses |
- |
18.29 |
Other Expenses |
48.43 |
96.32 |
Total Expenses |
54.07 |
170.74 |
Profit before exceptional and extraordinary |
|
|
items and tax |
182.14 |
(59.74) |
Exceptional Item |
- |
- |
Profit before Tax |
182.14 |
(59.74) |
Less: Current Tax |
- |
- |
Deferred Tax |
- |
(77.13) |
Profit For the Year |
182.14 |
17.39 |
Other Comprehensive Income |
- |
- |
Total Comprehensive Income for the year |
182.14 |
17.39 |
Earning Per Share (EPS) |
|
|
Basic |
2.81 |
0.27 |
Diluted |
2.81 |
0.27 |
2. Dividend
Your directors have considered it financially prudent in the long-term interest of the
Company to reinvest the profits in the business of the Company to build a strong reserve
base and grow the business of the Company. No final dividend has therefore been
recommended for the year ended March 31, 2025
3. Transfer to Reserves
During the year under the review your company has not declared dividend from the
general reserves of the Company Your Company has not transferred any sum to the General
Reserves.
4. Transfer of Unclaimed Dividend and Unclaimed Shares:
In terms of the provisions of Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof),
no unpaid/unclaimed dividends were transferred during the year under review to the
Investor Education and Protection Fund.
5. Operations Review and the state of affairs of the Company
During the year under the review your Company focuses on achieving milestone in the
same area. This would strengthen the generation and sustainability of revenue in the years
to come. Your Company achieved total revenue of Rs 236.21/- Lakhs in 2024-25 as against
Rs. 111.00/- Lakhs in 2023-24 and making a profit of Rs. 182.14/- Lakhs in 2024-25 as
against Profit of Rs. 17.39/- Lakhs in 2023-24.
6. Nature of Business
There is change in the nature of business of the company during the year. The company
is engaged in the business of Film and Entertainment Production To produce, co-produce,
finance, acquire, own, lease, license, exploit, distribute, exhibit, and otherwise deal in
films, web series, documentaries, animation, short films, and other forms of audio-visual
content for all media platforms, including theatrical release, television broadcasting,
streaming services, and online platforms. To develop, write, acquire, and own stories,
scripts, screenplays, and other creative content for film and entertainment projects. To
engage, employ, or collaborate with writers, directors, actors, producers, technicians,
and other personnel involved in film and entertainment production. To establish, acquire,
maintain, and operate studios, editing facilities, and other infrastructure necessary for
film and entertainment production.
Audio Content Production: To create, produce, acquire, own, distribute, license, and
exploit audio content, including podcasts, audiobooks, music recordings, sound effects,
and other forms of audio entertainment. To develop and manage a portfolio of intellectual
property related to audio content.
Digital Content Production: To develop, create, acquire, own, distribute, license, and
exploit digital content in various formats, including websites, mobile apps, games,
virtual reality experiences, and other innovative forms of digital entertainment.
To engage in digital marketing and promotion of the Company's content across various
online platforms Film and Entertainment Trade To acquire, own, sell, lease, license,
distribute, exhibit,
and otherwise deal in films, television programs, audio content, digital content, and
other entertainment-related products and services. To participate in film festivals,
markets, and other industry events. To enter into co-production agreements, joint
ventures, and other strategic partnerships with other companies in the film and
entertainment industry.
Ancillary Activities to carry on the business of merchandising, licensing, and
exploiting the intellectual property rights related to the Company's content. To invest in
other businesses or ventures related to the film and entertainment industry. To do all
such things as are incidental or conducive to the attainment of the above objects or any
of them.
7. Share Capital/ Capital Structure and Listing of Share
The Authorised Share capital of the Company as at 31st March, 2025 was Rs.
56,00,00,000/- divided into 5,60,00,000 equity shares of Rs. 10/- each.
The Paid-up Share Capital of your Company as on 31st March, 2025 was Rs.
55,05,50,950 divided into 55,055,095 equity shares of Rs. 10/- each.
Further, during the year, the company has passed a resolution for Increase in
Authorised Share Capital of the Company from Rs. 7,50,00,000/- (Seven Crores and Fifty
Lakhs Rupees only) divided into 75,00,000 (Seventy Five Lakh) equity shares of face value
of Rs. 10/- (Ten Rupee only) each to 30,00,00,000/- (Thirty Crores Rupees only) divided
into 3,00,00,000 (Three Crores Rupees) equity shares of face value of Rs. 10/- (Ten Rupee
only) with the approval of shareholders of the company through Postal Ballot dated 31st
August, 2024
Further, during the year, the company has passed a resolution for Increase in
Authorised Share Capital of the Company from Rs. 30,00,00,000/- (Thirty Crores Rupees
only) divided into 3,00,00,000 (Three Crores Rupees) equity shares of face value of Rs.
10/- (Ten Rupee only) each to 56,00,00,000 /- (Rupees Fifty-Six Crores Only) divided into
5,60,00,000 (Rupees Five crores Sixty lakhs Only) equity shares of face value of Rs. 10/-
(Ten Rupee only) with the approval of shareholders of the company through Postal Ballot
dated 19th April, 2025.
During the year under review, the company allotted 4,85,78,025 Rights Equity Shares of
face value of ?10/- each on 23rd June 2025 at a price of ?10/- per Rights
Equity Share.
The Company's equity shares are listed with BSE Limited.
8. Material changes and commitments affecting the financial position of the Company
Material Changes and Commitments Affecting Financial Position of the Company:
Subsequent to the end of the financial year i.e. 31st March 2025 and up to
the date of this Report, the following material changes and commitments have occurred
which have an impact on the financial position of the Company:
During the year under review, the company has on June 23, 2025, allotted 4,85,78,025
Rights Equity Shares of face value of ?10/- each at a price of ?10/- per Rights Equity
Share.
(i) Change in Name of the Company
During the year under review, the name of the Company was changed from Indra
Industries Limited to Bluegod Entertainment Ltd, pursuant to the approval of
the Board of Directors, shareholders, and the Ministry of Corporate Affairs.
The change was undertaken to better reflect the Company's evolving business focus and
strategic direction. The Board approved the change in name at its meeting held on 05th
September, 2024 which was subsequently approved by the shareholders through a 40th
Annual General Meeting dated 28th September, 2024. The Registrar of Companies, Gwalior,
issued a fresh Certificate of Incorporation pursuant to name change on 18th
October, 2024. Accordingly, the new name Bluegod Entertainment Ltd is effective
from that date.
All necessary regulatory filings and updates with the stock exchanges and other
authorities have been duly completed.
(ii) Promoter Reclassification
During the year under review, the Company received a request from certain
individuals/entities forming part of the existing promoter/promoter group for
reclassification from the category of "Promoter/Promoter Group" to
"Public" category, in accordance with Regulation 31A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The Board of Directors at its meeting held on 29th June, 2024, after
considering the request and ensuring compliance with the applicable regulatory
requirements, approved the reclassification of Ms. Astha Jain, Mr. Virendraa K Jain, Mr.
Nilay Jain and Mr Kovid Jain from "Promoter/Promoter Group" to
"Public" category, subject to the approval of the shareholders and stock
exchanges.
The reclassification has no impact on the management or control of the Company, which
continues to remain with the existing promoters/promoter group.
The Company has made all requisite disclosures in this regard to the stock exchanges as
per applicable laws.
9. Subsidiaries, Associate Companies and Joint Venture
The Company is not required to consolidate its financial statement for the year ended
31st March, 2025 as the Company does not have any subsidiaries, joint venture,
or associate Companies.
10. Indian Accounting Standards (Ind As):-
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette
dated February 16, 2015, notified the Indian Accounting Standard (Ind As) and Ind AS has
replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013
read with Rule 7 of the Companies (Accounts) Rules, 2014. The Company has adopted Indian
Accounting Standards ("Ind AS") from April 01, 2017 (transition date to Ind AS
is April 01, 2016) and the financial Statements have been prepared in accordance with
recognition and measurement principal of Indian Accounting Standards ("Ind AS")
as prescribed under the Companies (Indian Accounting Standards) Rules, 2015, as specified
in section 133 of the Companies Act, 2013.
The Annual Accounts for the year ended 31st March, 2025 have also been
prepared in accordance with Indian Accounting Standard (Ind AS).
11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo
The Company being engaged in the business of Film and Entertainment Production and
Audio and Video content Production and does not have any energy utilization or technology
absorption. The Company during the year under review does not have any inflow or outflow
in foreign exchange.
The Information relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo under Section 134(3) (m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as "Annexure-I"
and forms part to this report.
12. Board Meetings
During the year under review, the Board met Fourteen (14) times.
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
Board Meeting dates are finalized in consultation with all directors and agenda papers
backed up by comprehensive notes and detailed background information are circulated well
in advance before the date of the meeting thereby enabling the Board to take informed
decisions.
Following is the attendance of each of the Directors at the Board Meetings held during
the period under review:
S. No. |
Date of Meeting |
Total No of Directors as on date of meeting |
Attendance |
|
|
|
No. of Directors attended |
% of Attendance |
1 |
29-04-2024 |
6 |
6 |
100 |
2 |
30-04-2024 |
6 |
6 |
100 |
3 |
08-05-2024 |
6 |
6 |
100 |
4 |
05-06-2024 |
4 |
4 |
100 |
5 |
29-06-2024 |
4 |
4 |
100 |
6 |
01-08-2024 |
4 |
4 |
100 |
7 |
14-08-2024 |
4 |
4 |
100 |
8 |
05-09-2024 |
4 |
4 |
100 |
9 |
06-09-2024 |
4 |
4 |
100 |
10 |
20-09-2024 |
4 |
4 |
100 |
11 |
14-11-2024 |
4 |
4 |
100 |
12 |
31-01-2025 |
4 |
4 |
100 |
13 |
13-02-2025 |
4 |
4 |
100 |
14 |
17-03-2025 |
4 |
4 |
100 |
13. Committee Meetings
a. Audit Committee
The composition of the Audit Committee and terms of reference are in compliance with
the provisions of Section 177 of the Act. All members of the Committee are financially
literate and have accounting or related financial management expertise.
The Audit Committee consists of the following members as on March 31, 2025:
i. Afsana Mirose Kherani
ii. Amit Bajaj
iii. Saloni Mehra
During the year under review, the Audit Committee met Five (5) times.
Following is the detail of the attendance of each of the members of the Audit Committee
at its Meeting held during the year under review:
S. No. |
Date of Meeting |
Total No of Directors as on date of meeting |
Attendance |
|
|
|
No. of Directors attended |
% of Attendance |
1 |
30-04-2024 |
3 |
3 |
100 |
2 |
14-08-2024 |
3 |
3 |
100 |
3 |
06-09-2024 |
3 |
3 |
100 |
4 |
14-11-2024 |
3 |
3 |
100 |
5 |
13-02-2025 |
3 |
3 |
100 |
b. Nomination and Remuneration Committee
The composition of the Nomination and Remuneration Committee and terms of reference are
in compliance with the provisions of Section 178 of the Act.
The Nomination and Remuneration Committee consists of the following members as on March
31, 2025:
i. Afsana Mirose Kherani
ii. Amit Bajaj
iii. Saloni Mehra
During the year under review, the Nomination and Remuneration Committee met 2 (Two)
times.
Following is the detail of the attendance of each of the members of the Nomination and
Remuneration Committee at its Meeting held during the year under review:
S. No. |
Date of Meeting |
Total No of Directors as on date of meeting |
Attendance |
|
|
|
No. of Directors attended |
% of Attendance |
1 |
29-04-2024 |
3 |
3 |
100 |
2 |
08-05-2024 |
3 |
3 |
100 |
c. Stakeholders Relationship Committee
The composition of the Stakeholders Relationship Committee and terms of reference are
in compliance with the provisions of Section 178 of the Act.
The Stakeholders Relationship Committee consists of the following members as on March
31, 2025:
i. Afsana Mirose Kherani
ii. Amit Bajaj
iii. Saloni Mehra
During the year under review, the Stakeholders Relationship Committee met 2 (Two)
times.
Following is the detail of the attendance of each of the members of the Stakeholders
Relationship Committee at its Meeting held during the year under review:
S. No. |
Date of Meeting |
Total No of Directors as on date of meeting |
Attendance |
|
|
|
No. of Directors attended |
% of Attendance |
1 |
13/02/2025 |
3 |
3 |
100 |
2 |
17/03/2025 |
3 |
3 |
100 |
14. Annual Return
The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013
in Form MGT-9 is available on website of the Company at www.bluegod.in.
15. Directors & Key Managerial Personnel
The Company has a professional Board with Executive Directors & Non-Executive
Directors who bring the right mix of knowledge, skills, and expertise and help the Company
in implementing the best Corporate Governance practices.
a) Retirement by Rotation
Pursuant to the provisions of Section 152 and other applicable provisions of the
Companies Act, 2013, One- third of such of the Directors as are liable to retire by
rotation, shall retire every year and, if eligible, offer themselves for re-appointment at
every AGM. Consequently, Ms. Afsana Mirose Kherani (DIN: 09604693), Director, is liable to
retire by rotation at the ensuing Annual General Meeting of the Company and being
eligible, she has offered herself for re-appointment. Necessary resolution for her
re-appointment are included
in the Notice of AGM for seeking approval of members. The Board of Directors has
recommended her re-appointment.
The details as required under Regulation 36(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 regarding re-appointment of Ms. Afsana Mirose
Kherani, his brief resume, the nature of expertise in specific functional areas, names of
Companies in which he hold Directorships, committee Memberships/ Chairmanships, his
shareholding in the Company etc., are furnished in the annexure to the notice of the
ensuing AGM.
16. Declaration from Independent Directors on Annual Basis
The Independent Directors have submitted their declaration of independence, stating
that:
a) They continue to fulfill the criteria of independence provided in Section 149 (6) of
the Act along with Rules framed thereunder and Regulation 16(1)(b); and
b) There has been no change in the circumstances affecting his/ their status as
Independent Directors of the Company.
The Independent Directors have also confirmed that they have complied with the
Company's Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder,
the Independent Directors have also confirmed their registration (including renewal of
applicable tenure) and compliance of the online proficiency self- assessment test with the
Indian Institute of Corporate Affairs (IICA).
The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules,
2014 that the Independent Directors are persons of high repute, integrity and possess the
relevant expertise and experience in their respective fields.
Policy on Directors' appointment and Policy on Remuneration
Pursuant to the provisions of Section 134 (3) (e) and Section 178 of the Companies Act,
2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015, the Board has formulated a policy on Nomination and
Remuneration for its Directors, Key Managerial Personnel and senior management.
The salient features of the Policy are:
It provides the diversity on the Board of the Company and
It provides the mechanism for performance evaluation of the Directors
It lays down the parameters based on which payment of remuneration (including
sitting fees and remuneration) should be made to Independent Directors and Non-Executive
Directors.
It lays down the parameters based on which remuneration (including fixed salary,
benefits and perquisites, bonus/ performance linked incentive, commission, retirement
benefits) should be given to Whole-time Directors, KMPs and rest of the employees.
It lays down the parameters for remuneration payable to Director for services
rendered in other capacity.
It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of
the Company. During the year under review, there were no substantive changes in the Policy
except to align the Policy with amendments made to applicable laws.
17. Directors Performance Evaluation Report
In terms of Companies Act, 2013 and SEBI Listing Regulations, there is requirement of
formal evaluation by the Board of its own performance and that of its committees and
individual directors.
The Board, in consultation with its Nomination and Remuneration Committee, has
formulated a framework containing, inter-alia, the criteria for performance evaluation of
the entire Board of the Company, its Committees and individual directors, including
Independent Directors. The framework is monitored, reviewed and updated by the Board, in
consultation with the Nomination and Remuneration Committee, based on need and new
compliance requirements.
The Board of Directors have carried out the annual evaluation of its own performance,
the Individual Directors including the Chairman as well as the evaluation of the working
of its Committees. The evaluation of Board as a whole and Non-Independent Directors
including Chairman was done by the Independent Directors in their meeting held on 31st
March, 2025.The details of evaluation process of the Board, its Committees and
individual directors, including independent directors have been provided under the
Corporate Governance Report which forms part of this Report.
18. Director's Responsibility Statement
Pursuant to Section 134(3) (c) and Section 134(5) of the Companies act, 2013, the Board
of Directors of the Company hereby confirms and accepts the responsibility for the
following in respect of the Audited Annual Accounts for the financial year ended March 31,
2025:
a) That in the preparation of the annual accounts for the financial year ending 31st
March, 2025, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b) That the directors had selected the accounting policies and applied them
consistently and made judgements 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 and loss of the Company for that period;
c) That 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;
d) That the annual accounts/financial statements have been prepared on a going concern
basis;
e) That proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively;
f) That the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
19. Auditors
i. Statutory Auditor and their Report
Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under,
the Statutory Auditors have confirmed that they are not disqualified from continuing as
Auditors of the Company.
The Audit report on the financial statement of the Company for the FY 2024-25 forms
part of the Annual Report. There are no qualifications, reservations or adverse remarks or
disclaimer made by M/S S D P M & CO Chartered Accountants, in their report for the
financial year ended 31st March, 2025.
Pursuant to Section 134 (3) (ca) during the year under review, the Statutory Auditor
have not reported any instances of frauds committed in the Company by its Officers or
Employees to the Audit Committee or the Board or Central Government under Section 143(12)
of the Companies Act, 2013, details of which needs to be mentioned in this report.
ii. Cost Auditors and Maintenance of Cost Records
In pursuant to Section 148(1) of the Companies Act, 2013 and rules and regulation made
there under read with the Companies (Accounts Rules) Amendment Rules, 2018, Cost audit is
not applicable to the Company and therefore maintenance of cost records as specified under
section 148(1) of the Act, is not required.
iii. Secretarial Auditors and Secretarial Audit Report
In terms of Section 204(1) of Companies Act, 2013, read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Vishakha
Agrawal & Associates, Practising Company Secretaries, Indore as the Secretarial
auditor of the Company for the financial year ending 31st March, 2025.
The Secretarial Audit Report submitted by M/s Vishakha Agrawal & Associates,
Practising Company Secretaries in prescribed format in MR-3 to the shareholders of the
Company is annexed to this Report as "Annexure-A"
20. Particulars of loans, guarantees or investments made under Section 186 of the
Companies Act, 2013
Details of loans, guarantees and investments covered under the provisions of Section
186 of the Act are given in the Note No. 1.10 to the financial statements.
21. Unsecured Loan from Directors:
During the year under review, the Company has borrowed an unsecured loan from Directors
of the Company. Details of which are given in the Note No. 1.10 to the financial
statements.
22. Shifting of Registered Office of the Company
On January 31st , 2025, the Company has shifted its registered office from
406, Airen Heights, Opp. Orbit Mall, Scheme No.54, Vijay Nagar, A.B. Road, Indore M.P To
228 Part-B, The Zodiac Mall, Bicholi Mardana, Indore (M.P.)-452010 with in the same city.
On July 29th, 2025, the Company has shifted its registered office from from
228 Part-B, The Zodiac Mall, Bicholi Mardana, Indore (M.P.)-452010 To 301-G Goyal Vihar,
Gate No. 2 Khajrana Road, Indore (M.P) within the same city.
23. Related party transactions
None of the transaction with related parties (related to business) falls under the
scope of Section 188(1) of the Act, Information on transactions with related parties
pursuant to section 134 (3) (h) of the Act read with rule 8(2) of Companies (Accounts)
Rules, 2014 are given in "Annexure 1" in Form AOC-2 and same forms part
of this report.
24. Internal Audit
At the beginning of each financial year, an audit plan is rolled out with approval of
the Company's Audit Committee. The plan is aimed at evaluation of the efficacy and
adequacy of internal control systems and compliance thereof, robustness of internal
processes, policies and accounting procedures and compliance with laws and regulations.
Based on the reports of internal audit, process owners undertake corrective action in
their respective areas. Significant audit observations and corrective actions are
periodically presented to the Audit Committee of the Board.
25. Internal Financial Control
According to Section 134(5)(e) of the Companies Act, 2013 read with rule 8 of the
Companies (Accounts) Rules, 2014, the term Internal Financial Control(IFC) means the
policies and procedures adopted by the Company for ensuring the orderly and efficient
conduct of its business, including adherence to 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 the timely preparation of reliable financial
information.
The Company believes that a strong internal control framework is very much essential
and is part of good corporate governance practices. Your Company has in place well defined
and adequate internal financial control framework commensurate with the size and
complexity of its business to ensure proper recording of financial &operational
information, compliance of various internal control and other regulatory/statutory
compliances. All internal Audit findings and control systems are periodically reviewed by
the Audit Committee of the Board of Directors, which provides strategic guidance on
internal control.
26. Risk Management Policy
Pursuant to the provisions of Section 134 (3) (n) of the Companies Act, 2013, the
Company has put in place comprehensive risk assessment and minimization procedures, which
are reviewed by the Board periodically. In order to effectively and efficiently manage
risk and address challenges, the Company has formulated Risk Management Policy.
The risk management approach is based on the clear understanding of the variety of
risks that the organization faces, disciplined risk monitoring and measurement and
continuous risk assessment and mitigation reserves. The objective of any risk
identification and assessment process is to evaluate the combination of like hood and
level of negative impacts from an event. The three main components of risk assessment are
business risk, service/ operational risk and external risk. The Company manages the risk
in line with current risk management best practices. This facilitates the achievement of
our objectives, operational effectiveness and efficiency, protection of people and assets,
informed decision-making and compliance with applicable law and regulations. The Board has
formulated policy on Risk Management Policy and it may be accessed at the website of the
company at the Website of the Company.
27. Committees of Board
(i) Corporate Social Responsibility (CSR)
In pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, Every company having net worth of rupees five
hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of
rupees five crore or more during the immediately preceding financial year shall constitute
a Corporate
Social Responsibility Committee of the Board consisting of three or more Directors, out
of which at least one director shall be an independent director.
During the year under review none of the condition as prescribed under Section 135 of
the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy)
Rules, 2014 are applicable to the company; hence the provision is not applicable.
(ii) Audit Committee
Audit Committee of the Company meets the requirements of Section 177 of the Companies
Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015. The details of the composition of the Audit Committee as required under
the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate
Governance Report which forms part of this annual report.
The terms of reference of Audit Committee are confined to Companies Act 2013 &
Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015 read with Part-C of Schedule II.
During the year under review, the Board has accepted all the recommendations of the
Audit Committee. The details of meetings with attendance thereof and terms of reference of
Audit Committee have been provided in the Corporate Governance Report which forms part of
this report.
(iii) Nomination and Remuneration Committee
The Company has formed the Nomination and Remuneration Committee in accordance with the
provisions of the Section 178 Companies Act 2013 and Regulation 19 of SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015. The details about the
composition of the said committee of the Board of Directors along with attendance thereof
have been provided in the Corporate Governance Report forming part of this report.
(iv) Stakeholder Relationship Committee
The Company has also formed Stakeholder's Relationship Committee in compliance to the
Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details about the composition of the said committee
of the Board of Directors along with attendance thereof have been provided in the
Corporate Governance Report forming part of this report.
28. Disclosure on Pubic Deposit
During the year under review, the Company has neither accepted nor renewed any deposits
in terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.
29. Managing the Risks of Fraud, Corruption and Unethical Business Practices Disclosure
on Vigil Mechanism / Whistle Blower Policy
The Company has established a Vigil Mechanism/Whistle blower Policyas a part of its
vigil mechanism. The purpose of this Policy is to enable any person including the
directors, employees, other stakeholders, etc. to raise concerns regarding unacceptable
and improper practices and/or any unethical practices in the organization without the
knowledge of the management.
All employees shall be protected from any adverse action for reporting any unacceptable
or improper practice and/or any unethical practice, fraud or violation of any law, rule or
regulation, potential or actual violation, leakage of unpublished price sensitive
information without fear of reprisal.
The Company believes in the conduct of its affairs and its constituents by adopting the
highest standards of professionalism, honesty, integrity, and ethical behavior, in line
with the Code of Conduct (Code'). All the stakeholders are encouraged to raise their
concerns or make disclosures on being aware of any potential or actual violation of the
Code, policies or the law. Periodic awareness sessions are also conducted for the same.
The Board has formulated policy on Vigil Mechanism/ Whistle blower Policy and the same
may be accessed at the website of the Company.
30. Significant and material orders passed by the regulators or courts or tribunals
impacting the going concerns status and company's operations in future
The Company has not received any significant or material orders passed by any
regulatory authority, court or tribunal which shall impact the going concern status and
Company's operations in future.
31. Corporate Governance
Good Corporate practice is a norm at Bluegod Entertainment Limited (Formerly Known
as
Indra Industries Limited). The Company is committed to maintain the highest
standards of Corporate Governance and adhere to the Corporate Governance requirements set
out by the Securities and Exchange Board of India (SEBI). Besides complying with the legal
framework of Corporate Governance Practices. As per the requirement of Regulation 34(3) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 executed with the
Stock Exchange(s), Your Company has complied with the Corporate Governance norms as
stipulated under the Listing Regulations. A detailed report on Corporate Governance forms
part of this Annual Report.
32. Management Discussion & Analysis Report
As per requirements of Listing Regulations, a detailed review of the developments in
the industry, performance of the Company, opportunities and risks, internal control
systems, outlook etc. of the Company is given under the head Management Discussion and
Analysis Report, which forms part of this Annual Report.
33. Sexual Harassment of Woman at work place
The Company has zero tolerance for sexual harassment at workplace and had in place
policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at
workplace in accordance with the requirements of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (POSH Act') and Rules made
thereunder.
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company
has constituted Internal Committees (IC). Our POSH Policy is now inclusive and gender
neutral, detailing the governance mechanisms for prevention of sexual harassment issues
relating to
employees across genders including employees who identify themselves with LGBTQI+
community. During the year, company has not received any sexual harassment complaints.
To build awareness in this area, the Company has been conducting induction/refresher
programmes in the organisation on a continuous basis. During the year, your Company
organised offline training sessions on the topics of Gender Sensitisation and Code
Policies including POSH for all office employees.
During the year under review, no complaint pertaining to sexual harassment at work
place has been received by the Company.
34. Independent Director's familiarisation Programme
The Company has formulated a programme for familiarization of Independent Director with
regard to roles, rights, responsibilities, nature of the industry in which the Company
operates, the business model of the Company etc. The details of the Familiarization
Programmes as conducted by the Company are available on the website of the Company at www.bluegod.in.
However, during the year under review, there was no change in the nature of business of
the company and its business vertical/structure/operational strategy, etc., which would
have necessitated fresh Familiarization Programme for Independent Directors.
The details of familiarisation program may be accessed on the Company's website
https://bluegod.in/wp-content/uploads/2025/07/FAMILIARIZATION-PROGRAMME-FOR-
INDEPENDENT-DIRECTORS-1.pdf
35. Secretarial Standards
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of
the Board of Directors' and General Meetings', respectively, have been duly followed
by the Company.
36. Investor Services
To improve investor services, your Company has taken the following initiatives:-
An Investor Relation Section on the website of the Company (www.bluegod.in)
has been created to help investors to know the policies and rights of investors.
There is a dedicated e-mail id hello@bluegod.in for sending communications to
the Company Secretary. Members may lodge their requests, complaints and suggestions on
this e-mail as well.
37. Listing
The Company's equity shares are listed on BSE Limited ("BSE") having
nation-wide trading terminals.
38. General
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these matters during the year under
review:
a) Details relating to deposits covered under Chapter V of the Act.
b) Issue of equity shares with differential rights as to dividend, voting or otherwise.
c) The Company does not have any scheme of provision of money for the purchase of its
own shares by employees or by trustees for the benefit of employees.
d) Any remuneration or commission received by Managing Director of the Company, from
any of its subsidiary.
e) During the period No fraud has been reported by the Auditors to the Audit Committee
or the Board.
f) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
g) There was no instance of onetime settlement with any Bank or Financial Institution.
39. Compliance with the Maternity Benefit Act, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including all applicable amendments and rules framed thereunder. The Company is committed
to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible
women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.
40. Details of application made or any proceeding pending under the insolvency and
bankruptcy code, 2016 during the year along with their status as at the end of the
financial year:
During the year under review and till date of this Report, the Company has neither made
any application against anyone nor any proceedings were pending against the Company under
the Insolvency and Bankruptcy Code, 2016.
41. Details of difference between the amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the banks or financial
institutions along with the reasons thereof:
The Company has neither availed any loan from banks or financial institution and hence
there is no application being ever made for One Time Settlement (OTS) with any banks or
financial institution.
42. Appreciation
Your Company has been able to perform efficiently because of the culture of
professionalism, creativity, integrity and continuous improvement in all functions and
areas as well as the efficient utilization of the Company's resources for sustainable and
profitable growth.
The Directors hereby wish to place on record their appreciation of the efficient and
loyal services rendered by each and every employee, without whose whole-hearted efforts,
the overall satisfactory performance would not have been possible.
The Directors appreciate and value the contribution made by every member of the Bluegod
Entertainment Limited (Formerly Known as Indra Industries Limited) family.
|
By the order of the Board of Directors |
|
For Bluegod Entertainment Limited |
|
(Formerly Known As Indra Industries Limited) |
|
Sd/- |
Sd/- |
Place: Indore |
Nitin Ashokkumar Khanna |
Afsana Mirose Kherani |
Date: 12th August, 2025 |
Managing Director |
Non - Executive Non - Independent Director |
|
(DIN: 09816597) |
(DIN:- 09604693) |
|