[odysee]

We will know within the next two or so weeks about the authenticity of the numbers as the statement mentions that the limited review by the statutory auditors should be concluded in this time frame. I doubt if the numbers are fake as these must have been presented to the auditors for their limited scrutiny.
As regards the timing, I believe Mr Sen would have been absolutely clear that he must honour his commitment made in the very first letter signed by him and submitted to the stock exchange a little over 3 weeks ago. There is no percentage in starting his innings on the wrong foot.
I also doubt that the scheduled SAT hearing had anything to do with this as it was widely known that the Judicial Member’s vacancy had not thus far been filled, and hence the hearing would be deferred.
Let us keep our fingers crossed for a consistent display of honesty, commitment and empathy as expressed by Logan. And a sincere and dedicated attempt to be transparent and responsive to shareholders’ concerns and expectations.

[odysee]

Thank you for your comments @Saach. To the limited point regarding the PW mess, all warrants were converted into ordinary equity shares and hence cannot be distinguished from other shares. But we have two distinct scenarios here. The allottees who have held on to the shares would have to show proof of payment made to the company to be able to retain the shares. If not, then SEBI may well initiate a process to eventually annul those shares unless the regulator provides an opportunity for topping up payments toward the partly paid shares. I am not aware how that could be done within the existing rules and prevailing laws.
Where the shares have been sold in the market, then again the same principle of proof of payment required; otherwise the original allottees may have to submit the equivalent quantity of shares for eventual annulment. Additionally, levy of penalty and fines may well come into play.
All of what I have stated is based on my perspective only, and I could be way off the mark in my thinking.

[odysee]

Thank you for your post @Logan. This action may not be too damaging as it was brought about by the pressure being exerted by a large group of retail shareholders to expedite the declaration of the financial results of BGL. This could assist in the timely completion of the audit as well as the final steps required for the holding of the AGM for the FY ended 31.3.2023. We should bear in mind that SEBI must be under severe pressure to complete its probe and come out with a final report on the SCN issued last year in August. We also have a date for the SAT hearing in early March, as well as the expected declaration of the Sept quarter results.
I believe that the momentum is now building up for some resolution to this whole mess, despite the attempts to drag on matters endlessly.
Justice for the long suffering retail shareholders must prevail, and the regulatory authorities are hopefully well aware and conscious of that.
The MCA action could well spur the company to give up its lackadaisical approach and cooperate fully in every aspect. The Deloitte forensic audit submissions would come in handy for them.

[odysee]

I feel so utterly helpless and disappointed at the way things have turned out. So many loyal and supportive investors, who for years together backed Mr Reddy to the hilt, and believed so fervently in the prospects of BCG , are now floundering in a state of shock and despair at the disgraceful turn of events in the last many months. Many of us, including Logan and Saach, committed large sums of our savings to what has durned out to be a cruel joke on unsuspecting retailers. And the tragedy continues as no clarity has emerged even after months of investigation by the regulator and multiple promises made by the current board of the company to do the maximum possible to ensure that the interests of the retail shareholders are protected. No executive director, no CEO, no CFO, no AGM, no EGM called to approve the appointment of the new statutory auditors, quarterly results not declared- the list is long and endless. And yet, we still cling to that sliver of hope, that someday, somehow things will get better and BCG will survive and thrive, and we will all get some positive payback for the suffering bestowed upon us by people we had once trusted and respected. God willing!!

[odysee]

We all share your pain and sentiments @Logan. And I respect the views of Saach and Akhil.
We have all endured, with great difficulty and a wretched sense of disappointment and despair, this whole saga and drama of the company and SEBI as it has played out over the last many months. This very complex and unnerving game of chess being played between the regulator and the company has tested the patience and belief of all stakeholders, but mostly the retail shareholders of BCG.
So what do we all really seek?
Retribution? Punishment for alleged wrongdoing and unfair practices?
Or a return to some sense of sanity and normalcy in the running of the business of the company that would ultimately be beneficial to all stakeholders.
I, for one, have moved on from a sense of anger and frustration and disappointment to what is acceptable in the best interest of all. And the latest developments in relation to petitions filed in the Telangana High Court and SAT appear to suggest some form of settlement which could enable the return of the KMPs to manage the affairs of BCG till the final disposal of all matters by the SAT hearing scheduled for 9th February 2024.
Whatever may be the final decision arrived at, in terms of the fate of Mr Reddy and Mr Raju, in the interim period at least I would not be averse to SKR’s re installation to bring some stability and order to this very specialised Adtech business if the Tribunal or Courts so determine.
Let there be a fair determination of malfeasance and malpractice if incurred, and a fair punishment meted out to the miscreants. But let not the 5 lac plus shareholders, who actually have more than 75% ownership of the company, suffer and pay for the sins of others.
It is time that this long pending matter is finally brought to an end , and justice is delivered to all stakeholders in the shape of an outcome that is in everyone’s best interest.

[odysee]

I always read your posts and comments @Logan with a great deal of care and respect.
Along with the others on this forum, I pay a great deal of attention to the content as well as the sentiment that you convey in your writing.
Whilst I am in total agreement with your views on the negative or positive commentary that overwhelms us on the Moneycontrol or other forums, I am still unconvinced or unclear about the Board’s management capabilities or capacity. The current Board, comprising mostly the longer term independent or non-executive directors does not appear to have the bandwidth or wherewithal to manage or direct the overall business of the company which would include the overseeing of the subsidiaries which generate the bulk of the revenue and profits. Mr Peshwa Acharya , who had come on board a few years ago, and who was heading the group’s International business strategy function, is now merely a member of the Board with no executive responsibilities as per data available on the company website. I’m not sure about the zeal and effort being provided by Mr Vijay Kancharla, as he had taken a back seat despite being one the two founding members of the business.
The question then arises as to who is currently or will direct and strategise and run the business? There is no CEO in place and no CFO currently.
Is there an interim executive team in place to run the show on a daily basis? Until such time as the top management team is hired or appointed or some resolution is there to address the gaping void left in the wake of SEBI’s ruthless beheading of the company.
I raise these points not to criticise but only as a matter of practical reality in that we are expecting too much from a Board that comprises mostly of members who are not engaged in the running of the business on a full time basis.
Maybe we are now close to achieving some of the objectives that the Board had spelt out a few months ago, and the appointment of the Statutory Auditors was the first of many expected announcements. The 2nd quarter results and the peer audit review and the restatement of accounts of some prior years ( if done in compliance with the SEBI directive) as well as the Annual Return followed by the AGM are all around the corner. Add to that the CEO and CFO conundrum, and we have a rollicking next few weeks.
Time to stay grounded and with our fingers crossed.

[odysee]

@Logan, do not really know how to thank you enough for the superb commentary you have provided based on your painstaking study and research. It does give one pause for thought along with some sense of relief that the figures of the prominent subsidiaries could be reliable, partially or fully.
My biggest concern has been the genuineness of the revenue and financial results of the global operations post the second SCN from SEBI. At the same time I couldn’t wrap my head around the fact that Deloitte has conducted a forensic audit of six years’ accounts of all the subsidiaries which should include a very thorough scrutiny of literally every entry in the books of account and other available records. And thus far no really adverse comments are available to us via SEBI apart from the impairment issue and the accounting and treatment of development costs in the books. I just hope and pray there is no further grenade pending from SEBI that will blow up in our faces.
Wish you well and rest of the very shaken shareholder community.

[odysee]

A small addendum. The original planned date for the AGM could well have been 29th September. Apologies as I haven’t checked the original board meeting notice even though that would have been be a simple exercise.

[odysee]

I would add that in my personal opinion, SKR’s plans and actions were unknown to other board members. That is just my gut-feel and is not based on any specific information or knowledge.

[odysee]

The dividend cannot be paid unless the shareholders’ approval is obtained. There is no AGM or EGM planned as of now. This notice by NSE must be based on the earlier notice of dividend announcement at the Board Meeting to consider and approve the audited results for FY 22-23. And then the date of the AGM was indicated as 30th September 2023.
I’m afraid the clouds have no winds to blow them away as of now. Unless the BOD work feverishly to get things done.
But we have no one in the driver’s seat as of date.
I fear most of the old stalwarts on this forum have already bailed out as they may have well thrown in their cards after the second SCN from SEBI. I trusted and have paid a heavy price for that. I suspect Logan may be in the same boat as me. Sink, swim or continue to row the boat. That’s the choice we face today.

[odysee]

I suppose we have no choice but to be cautiously optimistic about the current development. I only hope this is not a prelude to the departure of an existing board member, and the directors as disclosed post this appointment do continue to remain on the board.
It would require a particularly gutsy and supremely self-confident individual to take on the challenging and demanding role of Chief Executive Officer of this enterprise which has been in the limelight for very good performance related as well as many soul destroying wretched reasons over the last two years.
This board really does have its tasks cut out for it, and it will be a race against time to appoint well regarded statutory auditors as well as filling the key positions of CEO and CFO.
The Annual Report for 2022-23 is pending as is the AGM. There could well be an EGM if a speedy appointment has to be approved by the shareholders. But we have to get to the stage of acceptance first, be it the audit firm or any key position.
This trial by fire of all long term shareholders has been exhausting to say the least. I hope the optimism doesn’t wane. But the shoulders sag and the tail droops. I really don’t know how many of us ( 8 to 9 years and counting) still remain as fiercely positive and hopeful as we once were.
I wonder if we let ourselves down or we were let down. The end result as of now is the same.

[odysee]

It’s one heck of a challenge. Someone from within the group internationally-ideal. But unlikely. Who will risk coming into the unpredictable and possibly biased Indian environment?
Peshwa has pretty much made his intentions clear with his post.
A seasoned professional is the option that the Board will pursue. Trust they will deal with this issue urgently and diligently. As with the appointment of the statutory auditor and the CFO.
The BOD could do with a bit of help and guidance at this point, but who can provide that ? And in what capacity?
We can keep our fingers and toes crossed, but that may only lead to some cramping.
We need urgent and result oriented decision making. And a bucketful of good luck.
God save the Queen! Or the King! But that’s passé! The shareholders need saving, and how!!

[odysee]

It was never going to be easy to effect a transition. No time was granted by SEBI to enable the induction of the two key personnel and a proper handing over of the duties and responsibilities. As it is, this a such a specialised field that the availability of suitable candidates with the necessary expertise and experience will be very limited. Add to that the fact the CFO would have to learn the ropes from the CEO unless he or she has had previous exposure to this nature of business, is compounding the degree of difficulty. I still believe that someone from within the group internationally could have played the role of an interim or acting CEO till the formal inductions were completed.
I can only hope that Mr Peshwa Acharya continues to stay on board and lends that crucial element of continuity and calmness and integrity.
The decision to strengthen the Board and add depth and diversity is very welcome but is a challenging task.
The delay of the Annual Report and AGM was, i suppose, inevitable given the current turmoil but i do wish we could get an endorsement of the revenue and profits declared thus far. That would settle a lot of rattled and frazzled nerves. I would also seek affirmation that the international business would largely not be impacted and remain on an upward trajectory. Views of other members on this forum ( in particular @Logan) would be most welcome and important.

[odysee]

@lycos.rags.to.riches, what you have stated is the minimum I was expecting from the company latest by today. Surely, it’s the crying need of the hour to have an interim CEO announced or appointed, to maintain continuity of business operations and bring stability in the market and provide some relief to the tortured minds of the investors. We all understand that hiring a new suitable CEO could take a little while, but there is sufficient managerial talent within the group internationally that could be tapped for this role. Convincing a well regarded and experienced professional to accept this role could be a challenge though, and this is where some skilful and deft manoeuvring has to done by the Board of directors.
Equally important is the task of identifying and appointing a well reputed audit firm to take on the challenging responsibility of being the Statutory Auditor. This may take some exceptional skilful handling too.
I, for one, am disappointed that SEBI asked for an instant dismissal instead of simultaneously suggesting as to what could be done in the intervening period to ensure continuity of operations of a public listed company and attempting to safeguard the interests of millions of small and large investors. Alas, it is easier to just wield the big stick by the powers that be, rather than adopting a more holistic approach that factors in the interests of all stakeholders in an international enterprise. A very heavy price is being paid by lakhs of investors and employees for the wrongdoing by one or a handful of people at the helm of this painstakingly built up international company.

[odysee]

Hindu business line has got it wrong @Logan. The turnover was not Rs 258 crore in 2018-19, jumping up dramatically to Rs 7496 crore in 2022-23.
That in itself suggests a ludicrous and unbelievable increase in the business and points at fraud.

[odysee]

Fellow forum members and @Admin and @Logan. It is with a heavy heart and a sense of great disappointment and deep sorrow that we have to attempt to lend a shoulder to each other for support to try and navigate through this utter mess that the once deeply respected Mr Reddy has landed us all and the company in.
Over many years I have always defended the (now evident) indefensible issues staring us in our faces. My faith and belief in Mr Reddy were so strong, and always reinforced in every conference call post the sterling quarterly numbers, that I missed the wood for the trees. This entire saga of fund raising through preferential allotment, the SEBI direction on a forensic audit, and the thoughtless issue of the bonus shares for the second time did not resonate well. But were accepted because of the spectacular rise in the share price. Alas, that was too good to be true and the inevitable collapse occurred.
With the latest revelations in the second interim order by SEBI, I wish to be the first to acknowledge that we have been living a pipe dream and what appears to be too good to be true is in reality not.
But the only twig that we all can hang on to, is that the business and financial results declared are genuine and in order. After all, Deloitte has conducted a forensic audit for multiple years of every subsidiary, and no adverse comments were made on the revenue and profits. By inference, on the taxes paid in the respective jurisdictions.
Surely, OMS (audited by EY and forensically shredded by Deloitte) is worth a substantial sum, considering they also manage the North American business. Any predator, if inclined to be in this futuristic and fast growing enterprise, would surely like to capitalise on this tremendous opportunity presenting itself at this point of time, which could be a win-win situation for all stakeholders.Not that I really wish for this scenario. But that still doesn’t address my question as to why such an intelligent and diligent CEO who has done everything humanly possible to further the business should resort to such shenanigans, particularly when he ensured that the company remained debt free.

[odysee]

I do believe that all attempts to get more interactive discussions with the management are likely to result in disappointment @Logan.
Like you, I have been on every single conference call for the last many years, but apart from a few, most are stage managed and well controlled.
As you have correctly pointed out, the bulk of the time is spent in not very consequential updates, and the rest is consumed by selective questions posed by ‘selected’ shareholders that leave us feeling ‘good’ about the call but at the same time feeling a bit cheated that many important issues had been skimmed over and not really been properly addressed. That art has been mastered over time and we are just pawns in this game of keeping alive hopes of better days ahead with regard to unresolved issues and improved corporate governance.
Still, we should gamely attempt to get the management to increase the time provided for Q and A , as well as to get honest answers and responses to a host of queries in our heads that are usually deflected with grace and skill by the admirable Mr Reddy. I have great respect for his business acumen and the superhuman efforts he undertakes to enhance the business but I do wish he would show a little more empathy for the retail investors and build up the sorely needed professional image of the company.
It’s time!

[odysee]

Very interesting reading as always @Logan. Thank you.
As regards your last paragraph..🤞🤞🤞.
My only concern has been that the regulator may take some inequitable steps, just to show they mean business and to justify their aggressive SCN as well as to display some really large teeth. The proportionality of whatever the final order, post any adjudication process, will certainly be up for debate.
But at that point of time only. Let us hope that rationality and equity are given their due weightage in the final evaluation of the company’s stance and accounting practices of the subsidiaries that were adopted to comply with the rules, regulations and requirements in the domains they are operating and registered.
The subsidiaries’ financials in the required revised manner have been updated on the company’s website upto FY 21-22. Just waiting for the final upload for 22-23.
The compliance deadline for all directives and the SCN is 13th July 2023 as per my understanding based on the SEBI notice shared by the company with the Stock exchanges. ( please correct me if my understanding is misplaced). Thereafter, we await the June quarter results ( by mid August) and the final order from the regulator after the company has responded and dealt with all requirements.
It’s been a long and eventful and tumultuous journey, but not for lack of excitement or drama. That is for sure. Good luck to us all and the best to Mr Reddy and his team.

[odysee]

What an absolutely brilliant post @Logan. Thank you for your in-depth knowledge and insight, and your very balanced and relevant comments on the industry, and the manoeuvring and adroit ( at times not) decision making by Mr Reddy and his merry band.
One thing that starkly stands out is that this continuing growth and business development isn’t a piece of cake as we so shallowly believe when we see the quarterly results and listen to the reassuring and confident presentation by Mr Reddy and his teammates.
A tremendous amount of thought, effort and planning must be involved in the running of this complex and dynamically changing business, and to deliver the kind of results that we take for granted.
Your sobering and well studied inputs on the industry and lessons to be learned from the plight of other players in the same domain instil in us a much deeper desire to attempt to stay abreast of current happenings and developments.
Financials are relatively easier to understand; but the industry knowledge you provide all of us is truly invaluable.
My grateful thanks on behalf of all on this forum.

[odysee]

Hello everyone! Are you all still around? The famed Telegram group that took the lead in all matters pertaining to BCG is now shut down as you must be aware. We are back in the game to to speak. Look forward to resuming interesting and mutually rewarding conversations and chats on new and potentially rewarding developments in relation to our favourite company and its charioteers.
Admin, trust you are still willing to steer this group and inspire some of our leading contributors, with Logan taking the pole position.
With my sincere good wishes and gratitude for the terrific inputs that so many members have provided here.

[Author]

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