[Rathi_b]

My apologies to all the members, I chose not to write since our last meet with the management because it was understood that our grievances would taken seriously by the management and addressed. In that extent the initiative to start a separate phone line for investors and management decisions to initiate completion of daum and audio acquisition payments were done. But now we are again in the predicament of never ending timelines. I understand that FA is not in the hands of the management but other initiatives are certainly in their ambit. The shareholding pattern has and will always elicit a diplomatic answer from Suresh garu, there is nothing much we can help with that question, but I guess it is now time to speak to the management and put pressure to make relevant and necessary disclosures and not present a glossy piece of information who as investors we are already in the know how of. We are planning for an immediate meeting with the management by this weekend as we expect Suresh garu to be in the city for the conference. We will ask questions that have been raised by @Logan, Mr. Praveen and others here and the telegram channel to the management and try putting some pressure from the investors end. We have already sent a mail requesting for a meeting to the relevant people in BCG. I know and I completely understand with many of your concerns, frustration and anger with the diplomatic nature of the updates I write after meeting the management but please understand that our goal is to initiate a conversation, put pressure on the management regarding us investors greivances and nudge them to solve and address our concerns.If any of you have any questions that needs to be raised please let us know.

[Logan]

I think (more of a guess) the audio ad deal is getting delayed because BCG’S management is negotiating the deal price. My guess was based on Mr.Shankar Sharma’s tweet. Today I saw his reply to someone about BCG’s acquisitions.

This is what he said

-As a rule,Acquisitions have to make sense from valuation angle:if everything in US is down 30-90%, should a company blindly pay price of 10 months ago? Wasting capital is easy. Earning it is extremely hard. No company should do an acquisition irrespective of market conditions.

-Many deals fall through in corporate history. It’s not unheard of phenomenon.

___________________________

What I understood from it is that since valuations of almost every tech company has fallen (especially in the US where tech stocks have fallen minimum 30% and in few cases more than 70-80%) it makes sense to negotiate and bring the cost down. When they made the deal and discussed the total amount, there was a bull market going on which later turned into a bear market. Same with Mediamint deal. Last year everyone was optimistic about tech companies but this year no one wants to invest in the that sector. Nasdaq index is down 30% this year. Smaller company stocks have fallen 80-90% and even the large caps like Amazon, Facebook, Netflix etc have fallen more than 50%.

If valuation is the main reason why the deal is getting delayed then it makes sense. But this doesn’t mean that the management handled the communication well. They shouldn’t have announced the deal in the first place and should’ve announced only when they signed the definitive agreement. Being in the market from so many years, they should know how to communicate with the market and the investors. Same with Lycos deal, the CEO shouldn’t have given any commitment to investors (he said in one of the calls that it would be completed in one quarter).

Mr.Sharma has also written about BCG’s price, this is what he has said

___________________________
Price isn’t here because company hasn’t acquired anything. It’s there because of FA. You need to dissect issues to understand why market is behaving in a particular manner. Let’s await outcome. Period.
___________________________

So the biggest issue according to an experienced investor/expert is the FA. Market will look at sebi’s comments and then decide. I don’t think it’ll have any impact on the business but let’s see what sebi says. Mr.Sharma on live TV had said that BCG had followed the right rules and regulations when it did the impairment.

FA negative or positive, little negative or little positive, whatever happens, BCG’s management should start building trust with the investors and shouldn’t give commitments if they can’t execute in time. They should give some details at least on the developments happening. Calling a board meeting saying we’ll discuss this and that but not telling us what this and that are should stop. Reg Lycos deal they could’ve given some info at least like timelines or deal amount etc. I don’t know when they’ll take communications with shareholders seriously.

[Rathi_b]

Suresh garu has kindly agreed to meet us next week he is unavailable to meet us this week as he is travelling. In the meantime please send us all the questions that you would like for us to ask SR and get more information on.

[buffet]

@rathi_b thanks for taking this initiative. Below are few queries from my side. Please do get clarifications on promoters’ holding.

1. As per latest SHP, pledge is 4.63%. Once pledge is released, any chance of those 18% lost/transfered shares to lenders would come back to promoters?
2. Do lenders still have those shares with them? If yes then how much ?
3. Have lenders sold those shares partially or fully? What’s the quantity/percentage? If lenders still hold those shares, why can’t we see lender’s name in SHP? Ideally, an entity holding more than 1% shall be shown in SHP.
4. As per response to one of SCORE complaints, there was an agreement in place between lender & promoters that voting rights would remain with promoters for pledged shares. Please clarify this in detail.

[buffet]

Promoters NSDL demat accounts have been frozen.

https://nsdl.co.in/nsdlnews/accounts-frozen.php

Not sure if it’s related to SHP saga.

@rathi_b please include this in ur list.

[VALUEBUYER001]

Buffet ji, it is an old issue. Please don’t create panic. It was for not inducting CS. IT is over.please ignore

[radhutheoptimist]

Let’s stop protecting the promotors unnecessarily. 4+ lakhs of retailers have invested in this scrip with certain hope. And we see this kind of message from authorities. Let’s not phoo phoo such serious issues.

[Brightspot]

Gents, freezing of promoter account is a serious one, you can not ignore , you need to discuss this without missing , there is chances scrip might get suspended if they continue it
please read it: https://www.sebi.gov.in/legal/circulars/jan-2020/non-compliance-with-certain-provisions-of-the-sebi-listing-obligations-and-disclosure-requirements-regulations-2015-and-the-standard-operating-procedure-for-suspension-and-revocation-of-trading-of-_45752.html

[Sumeshnair2005]

Hi I think so and hope so this is related delay in appointment of cs of company as it was done on 18 th nov bcg informed exchange about appointment on 28 th nov and and last data updated is showing 30 nov I dont think sebi works so prompt that it will update in 1 day of BCG notice so we have to wait for the next update of freezing data (dont know if it’s done weekly or monthly) another possibility is that promoters hv to pay fine for each days delay in appoint of cs dont know if thy paid. I think it will be clear by next week

[Brightspot]

@somesh pls do not assume things and post it on public forum, we need to know the truth from company officials, we dont know what the exact reason is. Even if that is the reason why he did not appoint CS for more than 6 months..if company is suspended from trading it will affect 4 lakh investors here , issues are more than business in this company. We should not try to protect promoter here in any case

[Sumeshnair2005]

@brightspot iam just giving my opinion based in information available truth only sebi or promoters can clarify .. why do u think BCG available at this price it’s because of corporate governance we all are saying that from long time nobody protecting promoters thy hv to improve CG .. but CG can be improved and thy started taking baby steps hope thy do more.. I just wrote my angel as suspension is big step and usually done for frauds and nonpayment listing fees or non publish results

[Brightspot]

Regulator should punish promoter for non compliance , but unfortunately it will punish existing shareholders by putting scrips in to suspension more than 7 years ( there are many such cases), if that happens, game over for investors, if we dont know the exact reason we need to get it from either regulator or company officials and then post it..there is no point in expressing our opinion if we dont have source of information

[Brightspot]

I have written to chakravartit@sebi.gov.in to know the reason for freezing also if they were unfreezed now, will update here once i get the reply

[Brightspot]

December 10, 2022
BSE Limited National Stock Exchange of India Limited
P. J. Towers, 25th Floor, Exchange Plaza, Bandra Kurla Complex,
Dalal Street, Mumbai – 400001. Bandra (E), Mumbai – 400051.
Scrip Code: 532368 Symbol: BCG
Dear Madam/Sir,
Sub: Clarification & Information that ” the Promoter shares not frozen “, contrary malicious rumours
on social media.
With respect to the subject matter cited above, we would like to inform our shareholders that contrary to
malicious and ill-informed rumours in circulation, the NSDL accounts of the promoters are not
frozen.
This was in connection with the delay in the joining date of the new Company Secretary. The promoter NSDL
accounts were frozen on November 25, 2022 as per Section 6 of SEBI LODR, 2015.
However, the Company Secretary was already appointed on November 12th, 2022 board meeting and the
Company informed the exchanges. Post which, the authorities instructed that the accounts be unfrozen on
November 29 2022.
Therefore, we wish to inform all stakeholders that there is no freeze on promoter
shares.
This is for your information only.
Thanking you,
Yours faithfully
For Brightcom Group Limited

[chris]

Good morning, last weeks been a little hectic with the issues with pledged shares and the NSDL notification. Reply from company is quite a relief.

Attachments:

1. 

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[rpm87]

Typically, in case shares of the promoters are frozen and the company is non-compliant, SEBI will push such scrips to the Group Z category. To the contrary, this one was pushed to the Group A category in March or April 2022?

[Logan]

Thank God they gave the clarification else all our weekend would’ve been spent speculating about it.

The problem with BCG is that the CEO is not ready to handover some responsibilities to other people and his private company mentality is bringing bad image to the company. He thinks they can wait on few things like they do in private companies but that’s not how it works with public companies. He makes easy things get complicated. Appointment of CFO and CS are good examples. He knew that Mr.YSR would retire but found the replacement only after 3-4 months. He had time to appoint someone before the previous CFO left. In case of CS appointment he could’ve appointed someone any time in the last 12 months but waited till the end to do so.

Axis case was not a major issue but got dragged for months. Lycos though not a big issue anymore, should’ve been closed by now. I know it won’t bring anything to the company and I’ve written about it many times but I’ll also say that keeping a good image is better than what you gain or lose from something. Good image is like your health, if you keep your health good and if some issue comes up suddenly you’ll have the power to fight it but if you’re health is bad in the first place and if any issue comes up then it’ll make your health even worse. That’s what happening with BCG since many years. There’s always one issue or the other and new issues keep coming.

I’ll give an example – Cancelling of Mediamint was good strategically for both the parties. BCG saved money and MM can have freedom to work with anyone. If BCG had a good image in the market then the market would’ve taken the news positively but the opposite happened. It brought more negativity and BCG’s image got worse. Had they closed Lycos deal and then later if they cancelled MM deal, things would’ve been very different now.

First came the FA news then promoter SHP, after that was the delay in crediting bonus shares, delay in CFO and CS appointments, then came cancellation of MM deal. Most of these wouldn’t have created so much negativity if things had been done quickly or at the earliest. FA is not in their hands but other things were, like CFO, CS appointments, crediting bonus shares, closing Lycos deal etc. Delay in appointing a CS caused the authorities to freeze their accounts. I don’t know when they’ll take things seriously. They’re not lazy in business related things but in other matters they’re too lazy and also careless.

BCG is no longer a small company and for institutions and funds to invest (or not sell in some cases) they have to have a dedicated team which handles market related things. I’ve been saying this for years but they’re not ready to take our suggestions. The CEO can concentrate on business and leave other matters to the dedicated team. He can check with them regularly and if he wants he can guide them on different matters.

They’ll get serious only when any issue gets bigger and most of the time they neglect issues at the beginning. Most of the issues can be closed at the initial stages only but they’ll wait till the end to close it.

Sometimes in cricket, you lose 2 or 3 early wickets. That time some teams take things seriously and try to bring stability then itself. They’ll play defensive for sometime and when things stabilize they’ll start playing aggressively (attacking). But BCG’s management doesn’t do this, they’ll wait till 7-8 wickets are gone to get serious. They’ll neglect it till that time.

In football terms, it’s like conceding 2-3 early goals and start attacking only when you have 10-15 minutes remaining. In some cases you can equalise, draw the match and go into extra time (like it happened in yesterday’s match between Argentina and Netherlands) and in some rare cases the team that concedes early will win the match when they attack at the very end. But like I said it happens in rare cases and you can’t be sure that it can happen in each and every match. BCG’s management people are like the second case and they believe that they can win if they take things seriously at the end.

But the most important thing is top teams don’t concede many goals early and even if they do concede early, they’ll start taking matters seriously from the beginning itself. Every team wants to be a top team but to become one it takes a lot of efforts and change in attitude.

Hope BCG’s management and promoters take matters seriously and become a top team ASAP. We can see in many things in life that you can make a comeback and become stronger than ever. We all want BCG to be one of the top teams who takes things seriously and when any issue comes up, sort it out at the earliest.

[akkithegrt]

Mr Rathi,

Please ask the CEO to conduct an audit of each subsidiary. This is one of the main reasons why investors are hesitant. Because subsidiaries generate the majority of revenue, an audit of each financial statement is required.
When implemented, this will have a significant positive impact on investors.
If audited results of subsidiaries are displayed, even if FA is partially positive, there will be no effect on share prices.

[Brightspot]

1. Authorised Mr. S.L. Narayana Raju, CFO to file an application on behalf of the Company under
Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018 for
the purpose of settlement of the proceedings initiated by Securities and Exchange Board
of India (SEBI) issued under Rule 4(1) of the Securities and Exchange Board of
India(Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995- Adjudication
u/s 15A(b) and/or 15HB of the Securities and Exchange Board of India Act, 1992 in the
matter of Brightcom Group Limited.
The Board Meeting commenced at 7:00 P.M. and concluded at 08:00 P.M.

Which penalty they are talking about ? FA concluded and they are paying penalty?

[ved]

There is a good possibility that this penalty is for the unexplained changes in the SHP of the two promotors of the company.

[Author]

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