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  • #11429
    Registered Boarder

    Dear @sandyc316,

    Regarding Morepen PW, I guess there could be some conflict with the allocation of huge qnty (13.35Crs) to single entity “Liquid Holdings Private Limited” whereas other 10 entities are sharing only 3.5Crs. I presume, Morepen would have received some feedback from Exchange to remove the Sl.No 11 or could be the reason as you mentioned.

    Regarding general PW approval process, I have tried to look at any previous Approval order by Exchange to any of the company. So far I did not find any PW approval letter/order by exchange to company but I have seen company’s Board of Directors approval of PW to Exchange. I am not sure whether Exchange approval needs to be disclosed to public or no? I think this may be an internal communication between Exchange and relevant company about any feedback / Approval / rejection of PW, hence we (the shareholders) need not worry about exchange approval. (For example, the Morepen Lab shareholders did not know about anything on the existing PW of 11 allottee of about 16.85Crs PW and now Morepen Board have approved PW for only 10 allottee of about 3.5Crs PW & sent to Exchange). That means, Company’s Board of Director & shareholders approval for PW is more vital which has been done in BCG case and sent to Exchange on 28 Dec 2020. After that we don’t know anything about the feedback / Approval/rejection of PW from Exchange to BCG since its internal communication. Hopefully, everything should be fine with BCG’s PW approval otherwise BCG have to repeat the entire process again like Morepen Lab which is an tedious time consuming process. Fingers crossed.

    Registered Boarder

    I have another doubt over here. Can it be that it’s A + B kind of situation OR we are sure that’s out of the proposed allocation to A, B is the final allottment?

    If it’s case that B is final allottment who have paid money after they were cleared by exchanges then my guess is in BCG our of 260 crores we will see appox 200 crores being cleared by exchanges. I am connecting it to BCGs coverage in ET where Mr SKR said 200 crores are coming.

    Registered Boarder

    approved the allotment of
    3,50,00,000 (Three Crore Fifty Lakh) Fully Convertible Warrants (‘Warrants’) each
    carrying a right to subscribe an equal no. of Equity Share of Rs. 2/- (Rupees Two Only)
    each of the Company, for cash, at an issue price of Rs. 25/- (Rupees Twenty-Five Only)
    (including premium of Rs. 23/-) per warrant, on preferential basis to the entities
    belonging to the promoter group o f the Company (‘ Allottees’), upon receipt of 25% of issue price from the allottees in
    accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements)
    Regulations 2018:

    ************* Seems like its the case that only the ones for which exchanges approved and they got 25% they allotted.

    ****Below is the wordings of Ducon

    We wish to inform you that the Members of the Allotment Committee at its meeting held today
    i.e., Monday, 1st February, 2021, have approved the issuance and allotment of the following on
    conversion of outstanding Unsecured Loan amount post receiving in-principal approval from
    BSE Ltd. and National Stock Exchange of India Ltd

    So in both the cases…its the FINAL allottment post approval and not the proposal.

    Like other boarders explained. There seems to be internal communication between exchange and company and post receipt of funds/approval the allottment is done.

    I expect final allotment of around 200 crores in BCG and not 260 crores as originally proposed.

    Registered Boarder

    @diana Horton please don’t wait even for 4 days(31st days) . take action and share you your further findings about deeds of thes one man amry.

    and hyd team, I still remember how much you guys were excited after meeting in dec and seems that LoC will be approved by xmas only Now we are 4 months from there..still zero progress and prices are back to PW.

    Green market and debt free status too cann’t able to lift the prices which indicates clear case of manipulation happening.

    All please raise your voice until it becomes too late. This one man army is taking all of us for granted. Time to show him our power else it would be very-2 late

    Registered Boarder

    By the way i assume BCG should have got back the 30 crores blocked by Axis, since the case is closed now.


    Every investor when they enter a script understands it’s risk and reward ratio and so did we as investors of BCG. But it shouldn’t stop us from questioning or taking actions against the wrong doings by its own management.
    We can’t be like the idiots in MC forum who simply keeps on criticizing the company neither can we be like few idiots in the telegram group who can’t even accept the genuine negative points of BCG.
    As a long term investors it’s the duty to show both side of the coins and gather people to strengthen the retail investors issues in this script.

    At present the scenario is very clear, ie the blatant manipulation in share price. True, no one can deny the company potential nor can we deny the risk of it going nowhere. And I think it’s high time we from this forum start taking action.
    I personally don’t have enough knowledge on the legal matters but I’m sure there will be few from this group.
    The best we can do now is all can individually sign a petition asking sebi to order an independent enquiry into the working of the management of BCG and mail the petition to an individual who has legal knowledge so that person can forward it to SEBI.

    If say even 1000 investors also come forward it can give huge weightage. I’m from Assam and I’m ready to contribute in anyway to fight for the truth. Let everything come clear we can’t be in false hope of every year of BCG to turnaround.
    Let their be an enquiry so that to know whether it’s subsidiaries and it’s numbers are actually true or inflated.
    If company don’t want to consolidate it’s subsidiaries than we are in deep water. It’s standalone business is non operational almost and consolidated no’s are not audited. So even if warrants are approved and still no transperancy in governance, than the rally won’t be a healthy one (if there happens to be a rally)

    The way it’s going the script is becoming ideal more for the swing traders than long term investors.


    Dear Alfa, Many thanks for your post (very well written) in forum. The story is not different what you have stated and i agree with you on the Audit and Transperancy which is must for retailers since we have invested million of rupees into it. Corp Governance has been played like anything and ethics, governence, complaince has been put on hold for the needs of their own benefits all these years. You have raised very valid points which i as an individual and Group of investors attest and echo with it fully. Lets wait till 31st March to the max, we have a hardcore CA group, few MNC CS, and a Corporate Legal and compliance person available to guide us on the mandates mentioned. As per Rathi ji and our Hyderabad team we have been patiently waiting for next 1 or 2 weeks but 31st March will be set as deadline to initate the actions. Please e-mail me @, i shall get in touch with you and get you added in our Core Hyderabad Group. We need people like you who are vocal and want action on ground. Please get in touch me with i will provide you further contact details and lets do it together.

    Registered Boarder

    @Alfa44, there was a clarification issued that all subsidiaries are independently audited by local auditors as taxes are paid and compliance with local regulations has to be met in their respective domains ( whichever country they are in). OMS in Israel is the only one audited by an international firm (EY).
    However, audit reports if any are not available to us in India, as the requirements here are for Board certified results to be presented to the holding company ( BCG) auditors, who then provide audited results of the standalone company and comment on the consolidated results as certified by management. This is not a very satisfactory state of affairs, and that is why the proposal of consolidating 12 subsidiaries was perceived to be a welcome move. BDO Global did conduct a due diligence and audit for the previous financial year, as stated by Mr Reddy, but then not for the current year, as the consolidation proposal was put on hold last summer. On a question posed by one shareholder at the last conference call, SKR did say that that proposal may get revived, but no clear answer was forthcoming. Some explanation was given that the LOC was being sought against the receivables of that consolidated lot and Goldman Sachs was involved. But later, another group of lenders was considering providing the line of credit without the need for consolidation.
    A question was further posed as to how that disparate lot of companies could provide satisfactory figures to this group of lenders without a common reputable auditor being engaged. No clear answer was forthcoming.
    The only partial saving grace is ,that annually, the company provides the summarised results of each subsidiary for the last few years.
    It’s also possible that the LOC was kept on hold by the potential lenders as they were waiting for BCG to be declared debt-free, as till such time as Axis was settled, BCG had been declared a defaulter and the account was an NPA.
    Maybe, the scenario would be different going forward. But then, the expectations of all of us ( the retail shareholders) have usually been belied, and we experience disappointment time and again.

    Registered Boarder

    @alfa44, first of all, if you don’t believe in the numbers of a company then you shouldn’t invest in that company. Before investing, you should understand how companies report their financials and other stuff. After investing, You have the right to ask for an enquiry but that should happen if there are irregularities in the reporting. As far as I’m concerned, in BCG’s case, there are no irregularities in the way BCG is reporting (financials). SEBI, the exchanges haven’t found anything wrong till now.

    BCG’s auditors have audited the consolidated financial statements, the management provides them the reports of subsidiaries and the auditors will review that and only after that the company will report its financials to the public through the exchanges. All the companies follow this procedure.

    Each subsidiary of BCG will have an independent auditor and most of the subs of BCG are foreign companies and they will be audited by local auditors. You can’t expect PCN & Associates to go and audit a foreign sub of BCG. You should understand that PCN have audited the consolidated numbers but they are not the independent auditors of BCG’s subsidiaries and that is what they mention in their reports.

    All the subs of BCG are private companies and there’s no rule which says that companies have to publish results of private companies. As a shareholder you have the right to see those reports but random people can’t see those reports. You can visit the company and verify the reports if you are interested. You can’t drag SEBI unnecessarily into everything just because you “guess” something is wrong.

    On consolidation of subs, I also like BCG to do that because it’ll be easy to get access to funds and the reporting will be easier. But if consolidation of subs are put on hold, it won’t cause any trouble to BCG, the company has been doing business in the current way since more than 10 years (after all the acquisitions) and nothing bad has happened till now (business wise). The management team will know what’s best for the company and they’ll take decisions accordingly. If they can get access to funds easily then they can postpone the consolidation of the subs. Right now, before everything, getting funds is more important (business wise).


    Some Action by Ministry of Corporate affairs today in probing malpractices by company Godfrey Phillips in manipulation. Good atleast Government agencies started getting more serious about such issues.


    @Anirudhreddy: thank you for the response. I will be sending you a mail now. Thank you.

    : sorry if my words doesn’t go down with the forum but I can’t think of any other way of describing them. And yes you’re right if any steps will be taken than it will be the Hyderabad team but yes I have cleared my view that I’m ready to help in any way. And if the company has nothing to hide than no investigation can harm it’s valuation. In short term it might effect but for long term it will be more beneficial if everything is clean

    : Yes you said it on point. The point on how these group of subsidiaries could provide satisfactory figures to the group of lenders without a common reputable auditor.

    That’s why consolidation of subsidiaries is essential. And the audited no.’s from the respective countries of the subsidiaries are not taken into confidence by the market or the lenders.
    There has been a series of excuses coming from the management, during the concall after 2nd quarter. Skr had replied to a question. “..LOC will be done if not by this bank than some other…” (This point only indicates there was an issue) and this time he talked about golden Sachs and other lender.
    Even after the visit of the group from Hyderabad team when it felt LOC is just round the corner but it’s being dragged.

    The point of how these group of subsidiaries could provide satisfactory numbers without a common reputable auditor validates my view of why the figures needs to be enquired if management voluntarily not interested to consolidate the subsidiaries.

    And also, it’s not what we retailers beleive that matters but what the market and the institutions perceive the company. And I beleive if numbers and price manipulation and all were not an issue for the market/institutions than the share price would not have been where it is.

    @Logan: My believing or not will not take the share price anywhere. But whether the market, lenders and big institution buyers believe or no is the issue.
    And like I said, if numbers, share price manipulation (intentionally) were not an issue (for the larger market) than I beleive a company like BCG would not be trading in this valuation. I think with the same numbers if management went for consolidation before expanding business the value unlock and confidence in the market would have been much bigger.

    Registered Boarder

    Thank you for your comments @Alfa44. But you will note that the consolidation at this point was not required for the second group of lenders, as the group was presenting consolidated accounts in any event. And the quantum of receivables is far higher for all subsidiaries combined ( if the LOC is granted on that basis) as opposed to 12 US subsidiaries being considered for consolidation. I presume the exercise was begun because Goldman Sachs was the first large institution that positively responded initially to a possible line of credit, and desired that all US subsidiaries be consolidated under one umbrella to enable easier review, audit and reporting.
    That,for all of us, was very positive.
    But then, if a new group of lenders emerged that did not require the very cumbersome and complicated exercise of a consolidated entity, and on better terms as explained by Mr Reddy, then achieving the objective of quick access to a funding arrangement took priority.
    The individual subsidiaries are being regularly audited in any event, and the new group of lenders may have been satisfied with that.
    In the larger context, it is of course desirable that the initial proposal of consolidation be revived at some stage as is the view of most on this forum.
    The suggestion of the consolidation came from the management itself; not that the shareholders or investors asked for it and the management was reluctant.
    Corporate governance certainly needs improvement, but casting doubt on the figures requires a bit of a stretch. The markets have not favoured the company for many reasons, mostly valid, but also because of very poor PR and communication skills vis-a-vis the investing community, and being slow to deal with pending issues.
    We too are frustrated with the valuations, and hope that true value discovery takes place in the not too distant future.

    Diana Horton
    Registered Boarder

    My Dear BCGians

    If I recall from one of the conference calls way back from the year 2017, the promoter stated that his main part of day to day job was to constantly be in touch and was liasing with the then 4 big share holders. If I remember correctly, the promoter stated that, all will be well and be taken care off and a decent exit will be given to the PE investors!

    Now, 4 years down the line, we all know what in reality has happened or infact was MADE TO HAPPEN to the so called LONG TERM Share holders….

    This in itselves shows the character and nature of the CEO of the company and the attitude and responsibility which the CEO shoulders and demonstrates!

    In the discussion that’s going on here are two issues. The discussions are getting muddled up between the Company and the CEO.

    The Company in itselves is good. It’s a good company and with good business.The profits are audited and the numbers are true. THIS IS NOT THE ISSUE

    The issue is the One Man Army. The nature, the character and the ATTITUDE and the GREEDY AND GREESY UGLY nature of the One Man Army.

    So, kindly do not muddle up between the numbers of the company and shoot oneselves into one’s own foot. My advice if you ask me is to TARGET the person, who is playing up with this, rather.

    I have written on many number of occasions, talking or having discussions with the one man will army, will not change anything.6 years, we have all seen.

    The number of investors who have privately met the one man army over the period of years,I AM SURE, will give laudable certificate of the man – the one with the TWISTED TONGUE,who spells Lies, Nothing but Lies.Infact, I had an opportunity to meet up with this man way back in the year 2017, alongside of one another investor from Mumbai. The other investor pulled out then and there after the meet and I’m here writing paragraphs!

    I reassure you,if you are thinking that, you can set up meeting, towards , knowing anything.., from.this OMEA(one man evil army),it’ll be an absolute waste of time. This OMEA,will SWEET TALK you and will assure you with full load and shit load of reassurances and promises, only to beat the STOCK the NEXT DAY,after you meet up with a smirky smile on his face.

    So, my advice to you my friends is- do not shoot up the company- as the company or its earnings is not at fault.. Its the evil OMEA, who is the cause of all the core issues and if you can do anything , kindly do the same.

    I shall be in touch with Anirudh , past March this year,if the reversal dosent happen, good once and for all, to hand over all my research details with evidence, which will be more than be sufficient to BRING THE OMEA DOWN.


    Registered Boarder

    Btw, does BCG has to inform exchanges on receiving LoC…Especially when the LoC is received at the subsidiary…Is this mandatory as per SEBI…isn’t this a normal operation for a company like a bank loan or an OD account

    Registered Boarder

    @hw_tw Don’t think the company is required to inform exchanges about all such things that happen at a subsidiary level but the thing is that is what separates companies with good corporate governance from the bad ones. It is unfortunate that SKR would choose to do the bare minimum when full disclosure and complete clarity is the need of the hour.

    Registered Boarder

    I am a long term investor since 2013 and having good amount of shares in this company.

    @ Diana Horton ; Time has come to take action. The patience of LTI is in unbearable state. Many of LTI with sleepless nights have either suffered serious medical problems or compelled to exit in big losses due to huge frustration, apathy and mental angst. OMEA has not only deceit investors for all these years but also played dubious games with VC investor firms too.
    The Axis bank loan was deliberately delayed to avoid exposing of hidden agenda of raising PW and dilution of the equity. Given the chance most of us would have taken the share by paying @ 25% of Rs 7.70 The price was rigged between 5-7 for many months. Bringing 59 stakeholders from back door in PW seems unethical instead a single or few renowned groups would have served the purpose very well but here intentions of OMEA were different and I am sure he will play his naughty game in future over this issue. He will open his card at right time which will again be against the interest of investors. Watch it!!
    Why suddenly the investors like me who never write anything have woken up to strength the fellow investors who have shown courage to take action against OMEA.
    As CEO he might have done many improvement but at a very slow speed and at the cost of investors. How much earning he is getting from all foreign subsidiaries is known to him only. All CEO declares their remuneration in all big companies but here he has declared only in standalone company and not all the subsidiaries. CEO’s main duty is to increase turnover of the company, increase wealth of the company as well as investors and not create wealth for himself alone. Investors have right to know, we need transparency in this.
    If you want to unearth the unethical practices then start with Israel. What is the connection between On Line Media, subsidiary of Brightcom Group at Israel and of Israel which is independent company and not its subsidiary. Why both have same logo? What connections these two companies have which have never been brought to the notice of investors? No different companies have same logo that too both are located in Israel.

    @ Diana; thanks a lot dear for enlightening the investors with your vast inside knowledge of the company and their business. Now time has come to show your solidarity with the helpless investors and participate in taking action against OMEA.

    I assure that investors will find the governance at its best if we take action against only one person.
    We are the stakeholders in the company and it is our right to highlight the wrong doings of company, if any, so that things are improved in future in today’s world of transparency.
    If required we can file a case to get the forensic audit of the company done to safeguard the interest of the investors before it is too late.
    Together we will win 💐

    Registered Boarder

    My understanding is all 59 warranties are proxy to skr Ian sure price will be hovering around rs 10 to 12 next eighteen months.then skr will announce buy back of shares at these levels proxy’s will transfer the shares to his accounts.

    Registered Boarder


    Online Media Solutions Ltd. dba Brightcom (“we” “us” “our” or “Brightcom”) is a global ad-tech company that operates and provides an online supply side platform currently known as “Compass” (“SSP”).

    I don’t know why some people have confusion regarding Brightcom/Online Media Solutions. OMS does business as Brightcom. This concept is common in the western countries. You need a brand name to attract people and you can’t use online media solutions as your brand name, that looks like some old company. Brightcom looks modern.

    Registered Boarder

    Dear Logan

    I need appreciation in stock price. That only reflects actual growth in market about any company. I am fed up of BCG management price suppression . I will be more than willing to dig up and go further into deep of all BGC working if and if only corporate governance get improved and market start recognizing it . Its not like that whole market (who are not invested in BCG) are fool

    If BCG earns 100000000000cr per day but price remain in range of 8-10, it is of no use neither for me nor for you. Investors are (fed up) and now least interested what BCG earns, what its subsidiary are doing , what ad tech business is all about. For time being, we want market to recognize the potential of BCG.

    Fed up of this 1 man army. Karma will definitely gonna pays him back one day.


    Dear sac6310, You hit the nail on the head, long story short and could not agree more with your writing. Actually you sum up the common understanding and all messages floating into sweet short and main primary objective of 100% shareholders. I dont want to exclude any percentage of shareholders who think unlikely as you. Bring the price upto mark and value discovery into market, bcg potential, market share, business, profits, adtech, etc etc etc and bla bla bla will be secondary for shareholders with 7 even years long patience hunting for better market cap and Peers valuation. Bhav Bhagwan hai , when will people understand this statement.

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