Minutes of the Meeting of the 7 th Governing Body held at EDC Board Room, EDC House on 15 th October, 2005 at 6.00 PM

A meeting of the Governing Body of the Entertainment Society of Goa was held in the Board Room of EDC Panaji. The following members/special invitees were present:

Agenda Item No. 1: To confirm the minutes of the 6 th Governing Body Meeting held on 17 th September, 2005.

Member Secretary read out the agenda and requested the members to confirm the minutes of the sixth Governing Body Meeting. The members unanimously confirmed the minutes of the sixth Governing Body Meeting.

Agenda Item No. 2: Recruitment of Staff for Entertainment Society of Goa

Member Secretary informed that the 5 th Governing Body meeting held on August 27 th , 2005 had directed to recruit the required officials immediately to manage the various aspects of the event by inviting applications through newspaper.

He informed that the posts were advertised on the daily newspapers. The 6 th Governing Body in its meeting held on September 17 th , 2005 has directed to recruit the said staff from the scrutinized list. In the meeting it was decided that

1) Engineer (Civil) one post for one year

2) Office Executive two posts - one for one year and second for four months

3) Accounts Assistant one post for one year

3) Office Assistant two posts for one year

In addition, the Governing Body at its meeting held on 17 th September 2005 had approved the appointments of a Computer System Technician and a Peon for four months.

The panel appointed for this purpose conducted interviews as approved by the Governing Board and the staff was selected for the above-mentioned posts. The staff selected is as detailed below:

The Chairman of the Entertainment Society of Goa had granted approval for the above proposal on September 27th, 2005. Member Secretary requested the Governing Body to grant approval for the same. The Governing Body unanimously resolved to confirm the temporary recruitment of above staff for the Entertainment Society of Goa.

Agenda Item No.3: Maintenance and Repairs of Facilities required for IFFI Goa 2005

Member Secretary informed the Governing Body that in the Coordination Committee meeting held under the Chairmanship of the Chief Secretary on 5/10/2005, various Government Departments had been submitted a list of items which have to be completed in a specific time frame. The list of such works was submitted to the Governing Body for information.

Dr. Wilfred De Souza enquired about the hot mixing of road from O'Coqueiro to Sinquerim junction and the amount of time it would require for completion. MD GSIDC informed that the work has already been tendered and the total time period required for completion was 60 days.

Chairman ESG emphasized that the Road work has to be completed before IFFI.

Agenda Item No.4: Arrangement for Hotel Accommodation for delegates invited by DFF for IFF 2005.

Member Secretary informed the Governing Body that as per the MOU signed between the DFF and the Government of Goa, the State Government has to provide for hotel accommodation in conveniently located five star hotel(s) consisting of about 120 rooms on an average and a few suites (with breakfast included), for the delegates invited by the DFF for IFFI 2005. This will however not exceed 1300 room nights.

The number of rooms required for accommodating the delegates invited by the DFF for IFFI 2005 is 120. None of the hotels namely Marriott Resort, Fort Aguada Beach Resort, Taj Holiday Village, Cidade de Goa, Vaiguinim Valley Resort and the Majestic have not committed the availability of all 120 rooms, therefore it may not be possible to accord festival status to any of the below mentioned hotels. Therefore a combination of hotels may be chosen from the offers received. After discussions, it was unanimously resolved to confirm 50 rooms in Hotel Cidade de Goa and 30 rooms in Vaiguinim Valley Resort at the rates quoted by these hotels and also confirmed the payments schedule for the aforesaid rooms as follows:

a) 50% of the estimated billing as Advance Payment/Confirmation Deposit.

b) Balance payment to be released in two subsequent instalments as below:

(i) 25% by 24 th November, 2005.

(ii) 25% one week after submission of final bills by the hotel.

Dr. Wilfred de Souza wanted to know as to how the rooms will be allocated to the invitees as he felt that allocation of hotels was a protocol sensitive issue and that there should be no complacency on these matters. Member Secretary replied that room allotment will be done by DFF for the invited delegates, members of the jury etc. Chairman, ESG suggested that the Governing Body should give approval to clear all the pending bills of hotels during IFFI Goa 2004 which had not been cleared by the ESG. This proposal was unanimously approved by the Governing Body.

Finance Secretary asked ESG to negotiate the cancellation policy and to try and obtain a better deal from the concerned hotels.

Agenda Item No.5: Selection/Empanelment of various service agencies during IFFI Goa 2005.

It was informed by the Member Secretary that tenders were advertised in prominent local dailies for empanelment of various service providers.

a) Advertising Agency : It was informed that M/s Magnum

Advent had submitted the lowest quotation among the three agencies who had responded to the said tender. It was, therefore proposed to empanel M/s. Magnum Advent Pvt. Ltd., Panaji, Goa as the advertising agency for the Entertainment Society of Goa. The Governing Body approved the above proposal.

b) Vehicle Operators : Two parties had responded to the

tender, out of which it was observed that M/s A.C.R. Car Rentals, Taleigao, Goa had quoted the lowest rates for most items. It was therefore, proposed to empanel M/s. A.C.R. Car Rentals as the vehicle operator for the Entertainment Society of Goa during IFFI Goa 2005. Finance Secretary suggested that the rates could be further negotiated and M/s. A.C.R. Car Rentals be requested to match the lowest rates quoted by Joey's Car Rentals in respect of those items where he was not the lowest. The Governing Body approved the above proposal.

c) Computer and peripherals on hire : Member Secretary

informed that in response to the tender two parties submitted their rates towards hire of computers and peripherals during IFFI Goa 2005 namely a) Computer Source, Panaji, and b) Dynacons, Panaji. It was submitted that since M/s. Computer Source, Panaji, have quoted the lowest rates for most of the items, they may be empanelled for providing computers and peripherals on hire during IFFI Goa 2005. The Governing Body approved the above proposal.

d) Security Agency : Member Secretary informed that in

response to the tender, seven parties submitted their credentials. The ESG had set certain parameters like minimum turn over clause and a minimum staff strength of 150 personnel. He informed the Governing Body that the ESG shall short-list those agencies which satisfy the above criteria and will invite financial bids from the respective parties and that the agency which has quoted the lowest rates in accordance with the terms and conditions of the tender shall be finally empanelled by the ESG for IFFI Goa 2005. The Governing Body approved the above proposal.

e) Hiring of EPABX system : Member Secretary informed

that three parties had submitted their quotations towards hiring of EPABX system during IFFI Goa 2005. M/s. Coral Telecom, Panaji had quoted the lowest rate of Rs.65000/- plus taxes and therefore requested the Governing Body to approve the quotation of M/s. Coral Telecom for hiring of EPABX system during IFFI Goa 2005. The Governing Body approved the above proposal.

f) Internet Access System for IFFI Goa 2005;

Member Secretary informed that t he Entertainment Society of Goa had invited quotations for providing internet access system as per required specifications for IFFI Goa 2005 from the below mentioned service providers:-

1) BSNL

2) Reliance Infocom

3) Tata Indicom

4) BTN Access Pte Ltd

Only two providers namely BSNL and BTN Access Pte Ltd has submitted their commercial bids. As per the requirements of the Entertainment Society of Goa and Directorate of Film Festivals the Internet connectivity should have minimum speed of 1mbps uplink and 1mbps downlink scalable to 2mbps uplink and 2mbps downlink.

As per the comparative statement of prices it is seen that BSNL has quoted the lowest i.e. Rs. 7,27,000/- for 3 months.

Besides as a back up service a leased line between NIC Goa Net at the Secretariat and the Old GMC Building has been laid. Two pairs of dead copper pair lines have been hired between Old GMC and the Kala Academy for extension of the network and the Internet connectivity to Kala Academy .

The Chairman, Entertainment Society of Goa, gave the approval for the same on October 5th, 2005. He proposed that the Governing Body should give approval to the above proposal. Governing Body unanimously resolved to accept the lowest rate quoted by BSNL and approved its proposal towards providing broad band services during IFFI Goa 2005.

g) Hiring of Multiplex

Member Secretary informed the members that as per clause D (i) of the MOU the State Government has to provide the infrastructure facility at the disposal of the DFF including Public Theatre. The technical committee for the IFFI Goa 2005 visited various theatres to access the technical standards of the projection system with regard to IFFI Goa 2005. The technical committee has short listed the following theatres which can be used for the public screening provided they put in place the required equipment/upgrade the projection system and communicate their compliance report within the stipulated time.

1) Multiplex, Panaji

2) Ashok, Panaji

3) Osia, Margao

4) Shivam, Vasco and

5) Kala Academy , Panaji

Member Secretary informed that the Multiplex, OSIA and Kala Academy have reported their compliance on the technical report.

He therefore, proposed that the Governing body may approve the proposal to hire the above public theatres which comply with the technical criteria and also to authorize the Secretary (I&P) and Chief Executive Officer, Entertainment Society of Goa to negotiate rates of hire with these theatres. After discussions, the Governing Body unanimously approved hiring of the Multiplex/theatres based on the average ticket price and average occupancy of the Multiplex/theatres for the past one year of operation. It was also unanimously decided that the payment of hire charges for the Multiplex for IFFI Goa 2004 which was not done may be done now on the basis of average ticket price and average occupancy.

Member Secretary informed that the Entertainment Society of Goa currently has five computers, which are being shared by the staff. This causes work delays and optimum work output is not achieved.

It was proposed to purchase new office computers as given below:

Chairman, ESG had approved the above proposal and the supply order had been issued to Kendriya Bhandar for purchase of above items.

Member Secretary proposed that for efficient functioning of staff, the purchase of above computer equipment and peripherals was very necessary and hence he requested the Governing Body to grant post facto permission for the above purchase. Finance Secretary suggested that the computers/peripherals could be hired from private agency. Chief Secretary suggested that the total number of computers may not exceed the existing staffing pattern. Member Secretary explained that to maintain quality and ensure that work was completed on time, the purchase of above computers was essential. The Governing Body unanimously approved the purchase of above mentioned computers and peripherals.

Agenda Item No. 6: Approval for payment of fees towards website design and hosting to logicON Software Technologies India Pvt. Ltd.

Member Secretary informed the members that The Governing Body of the Entertainment Society of Goa in its meeting held on September 13, 2005 had approved the order for website design and hosting to M/s Net Guru India Pvt. Ltd., after an open tender process.

Due to non-completion of the website as per schedule by M/s NetGuru India Pvt. Ltd, the then Chairman (ESG) had approved termination of the contract with M/s Net Guru India Pvt. Ltd. on November 11, 2004 and recommended LogicON Software Technologies India Pvt. Ltd. , a local software company to design and host the website by November 29, 2005. It was also decided that the company would design and host the website at the tendered value within short notice as it was extremely essential that a website was up for dissemination of information.

LogicON Software Technologies India Pvt. Ltd. was given a work order on November 12, 2004. A maintenance period of 15 months was given as it would include the period of International Film Festival of India, 2005. It successfully designed and hosted the website.

LogicON Software Technologies India Pvt. Ltd raised a part bill of Rs. 4,33,747/- on December 10, 2004. A payment towards hosting charges will have to be made for continuing

the domain name and website for International Film Festival of India, Goa 2005.It was therefore proposed that the Governing body may consider approval for appointment of M/s LogicON and payment of the dues of M/s.LogicON Software Technologies Pvt. Ltd. and a further payment towards hosting charges and domain name for continuing the website. The Governing Body unanimously approved the above proposal.

Chief Secretary suggested that there should be a link to the ESG website from the DFF website and vice-versa. Finance Secretary suggested that the minutes of the various meetings conducted by the ESG should be uploaded on the website and that it was important to make the website functional at the earliest.

Agenda Item No. 7: Appointment of Internal Auditor

Member Secretary submitted that the profile of three Chartered Accountants is being put up for the consideration of the members of the Governing Body. They were Mr. Shreedhar V. Padhye, Alto Porvorim, Goa , Mr. R.M. Naik, Vasco da Gama and Mr. Rajan Ramani, Vasco da Gama. Mr. Manguirish Pai Raiker brought to the notice of the members that he had suggested the name of M/s. H.R. Bhandare & Associates, Panaji, Goa for consideration of their appointment as Internal Auditors. The Governing Body unanimously approved the appointment of Mr. Shreedhar V. Padhye and Company as Internal Auditors at a total Internal Audit fee of Rs.3.60 lakhs per annum plus applicable taxes and levies, to conduct pre audit checks in the Entertainment Society of Goa in order to ensure a system of checks and balances in the accounting and financial procedures of the Society.

Agenda Item No. 8: Approval of Permanent Advance

Member Secretary informed the members that due to emergency cash expenses during IFFI 2005, it is proposed to the Governing Body to sanction a permanent advance of Rs.20,000/- which shall be recouped as and when the expenditure is made and this expenditure shall be debited to the office expenses. The Governing Body unanimously approved this proposal.

Agenda Item No. 9: Selection of Event Management Agency for IFFI, Goa 2005.

The three short-listed Event Management Agencies were asked to give a final presentation of the festival programme based on the tender requirements and to also submit their financial bids. Accordingly, the three parties made a detailed presentation of the proposed festival programme as detailed below:

1. Times Infotainment Media Ltd., Mumbai : was represented by Mr. Munish Purii and Mr. Sumeet Chaterjee. They made a power point presentation before the Governing Body. The programme conceptualized and planned by TIML was explained in detail to the members. TIML submitted the financial costing which is shown as per Annexure ”A”. The grand total cost was estimated by TIML at Rs. 39,949,809.

2. Wizcraft, Mumbai: was represented by Mr. Sabbas Joseph, Director and Mr. Cajetan Afonso. They presented their plan of action for IFFI Goa 2005 before the Governing Body and also submitted a detailed financial costing for the programme which is shown as per annexure “B”. The grand total cost was estimated by Wizcraft at Rs. 3.6 crores approximately.

3. Brilliant Entertainment Network, New Delhi : was represented by Mr. Samir Kasal and Mr. Raman Raheja. They presented their version of the event management plan and the festival programme as per tender requirement before the Governing Body. The grand total cost was estimated by Brilliant Entertainment Networks was Rs. 4.85 crores and Rs.5.28 crores for option 1 and 2 respectively.

After seeking clarifications from the individual Event Management Agencies, the Governing Body held a discussion on the final selection of the Event Management Agency. Secretary (I&P) proposed that the meeting be adjourned till 5.30 PM on 16 th October, 2005 as it was already 11.45 PM. Finance Secretary suggested that the Entertainment Society of Goa should prepare a comparative statement of prices for management of events and the same should be put up for consideration by the Governing Body on 16 th October, 2005. Chairman, ESG granted permission for adjournment of the meeting of 7 th Governing Body to 16 th October, 2005 at 5.30 PM in the Board Room of the EDC.

Minutes of the 7 th Governing Body Meeting (adjourned) held on 16 th October, 2005 at 5.30 PM in the Board Room of the EDC,

The adjourned meeting continued on the schedule as approved by Chairman, ESG. The following members were present:

Shri Digamber Kamat, Member was granted leave of absence.

Mr. Nikhil Dessai, OSD explained the entire details of the comparative statement and pointed out that there was some fine print that may be got clarified from the respective Event Management Agency. He also suggested that the EMA should be asked to produce a security deposit in order to ensure that the festival programme is executed in a professional manner. The comparative statement of cost submitted by the respective Event Management Agency, was put up for the consideration of the members. He further stated that this cost was only a subjective indication and could vary depending on the festival programme. Secretary (I&P) submitted that the costing worked out by the respective Event Management Agency was subjective and only indicative. The detailed comparative statement along with explanatory notes have been shown as “Annexure D”. The Governing Body should give due weightage to the creative aspect of the festival programme and select only that agency which could deliver the goods in the shortest possible time. Finance Secretary suggested that the selected Event Management Agency may be asked to deposit a security cum performance guarantee @ 5% of the total amount quoted by the respective Event Management Agency.. He also suggested that the following points may be clarified from the respective EMAs.

1. That the EMA will keep a proper account of all the expenditures incurred during IFFI Goa 2005 and submit the same to ESG whenever asked for the purpose of verification.

2. Whether the EMAs were willing to pay 5% of the quoted amount as security deposit.

3. That the EMA shall give a proper account of all the sponsorships received by it, from various firms, on behalf of the ESG and that there should be no conflict of interest in such matters.

4 The Event Manager who was finally selected should match the lowest rates quoted by the other EMAs in those cases where the rates of the selected agency were not available/not quoted.

5. The schedule of payments:

6. Whether the EMA would be open to a performance guarantee clause where the ESG would forfeit the security deposit and/or make good the losses incurred due to the non-performance by the EMA. The EMA should also submit an undertaking that it will indemnify the ESG against any claims from any authority or individual for any damages caused on account of any or all actions of the EMA.

7. What would be the percentage of commission on cash sponsorships collected by the Event Management Agency?

The Representatives of all the three EMAs were called for clarifying the above parameters. After a series of detailed discussions and interactions between the members of the Governing Body and the representatives of the EMAs the following modalities were finalized:

1. All the EMAs agreed to keep a proper account of the expenditure as far as possible and practicable.

2. All the EMAs agreed to pay 5% of the quoted amount as security deposit in the form of bank guarantee.

3. All the EMAs agreed to share the complete information of the sponsorships received from any sponsor with the ESG for both cash and kind type of sponsorships.

4. All the EMAs agreed to match the lowest quoted rates in such cases where they had not quoted for certain items on the prior condition that it was practicable and did not involve a loss making proposition. Finance Secretary suggested that higher rates in such cases, could be considered in only exceptional circumstances which should be backed by detailed reasoning.

5. The schedule of payments was decided as under:

a) 50% at the time of issue of work order b) 30% after 15 days c) 10% on 28 th November, 2005 and d) balance 10% after the end of film festival within a reasonable time frame.

6. The EMAs submitted that any performance guarantee submitted by them should be supplemented by a counter guarantee on the part of ESG that they will provide the necessary support both, financial and infrastructural so that the EMAs do not default upon any of the clauses.

The EMA also agreed to indemnify the ESG against any claims or damages by any individual or authority.Finance Secretary suggested that a well-known legal consultant could draft the performance guarantee agreements. He further proposed that the final work order along with the contractual terms should be approved for legal advice from Adv. Carlos Alvares Fereira and for financial advice from S.V.Padhye & Co, who has been appointed as Internal Auditor for the Entertainment Society of Goa

7. It was unanimously decided that the ESG would pay the following incentive to the EMA.

1) 7.5% incentive to the EMA on cash sponsorship collected by the EMA for amounts upto 50 lakh rupees

2) 10% incentive on amounts above Rs.50 lakhs upto Rs.1 crore and

3) 15% incentive on amounts above Rs.1 crore. No incentive would be paid to the EMA for any sponsorship obtained in kind.

The Governing Body then unanimously approved the above seven negotiated terms. It was also approved that the legal advice/vetting of the final work order should be done by Adv. Carlos Alvares Ferreira and the financial advice/vetting of the work order should be done by Shri S.V. Padhye & Co.,, Internal Auditor of the Entertainment Society of Goa.

Chairman, ESG mentioned that the first priority should be given to the quality parameters and also the reputation of the EMA has to be considered. He said that weight age should also be given to their experience and the number of shows they have performed.

The members of the Governing Body were aware of the fact that the time available at hand was very short and the complete reputation of the state was at stake. Any embarrassment due to non-performance by the Event Manager could cause irreparable damage to the image of the ESG in particular and the State in general. The Governing Body members considered the past experience of the Agency in hosting mega events, examined their credentials, and determined the suitability and competence of each Event Management Agency. Finally, after a thorough discussion examination of the strengths, weakness, opportunity and threats, the Governing Body unanimously decided that Wizcraft International, Mumbai was the best suited agency who could effectively manage the festival programme and provide logistical support during IFFI Goa 2005. The Governing Body therefore unanimously decided to award the tender of managing the events to Wizcraft International, Mumbai. It was also resolved that any minor changes/additions/modifications etc. to the festival programme could be decided by the Chairman, ESG.

The meeting ended with a vote of thanks by the Chairman, ESG.

Member Secretary