Dear Members,
Your directors have pleasure in presenting the Twenty Fourth Annual
Report of the Company along with the Company's Audited Financial Statements
(Standalone and Consolidated) for the Financial Year ended as on March 31, 2023.
Financial Highlights
(Rs. in Lakhs)
|
Consolidated |
Consolidated |
Standalone |
Standalone |
| Particulars |
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
| Total Revenue (including other In- come) |
739,030.54 |
501,736.35 |
43,744.29 |
36,455.01 |
| Gross Profit before Interest, Deprecia - tion & Tax |
216,607.82 |
150,465.41 |
609.27 |
427.20 |
| Less: Interest |
40.98 |
31.43 |
40.47 |
31.27 |
| Depreciation |
26,554.87 |
24,623.70 |
6.78 |
18.87 |
| Profit before Tax |
190,011.97 |
125,810.28 |
1,420.00 |
377.06 |
| Less: Provision for Tax |
53,055.25 |
34,627.45 |
496.20 |
125.88 |
| Less: Deferred Tax |
(142.64) |
(37.22) |
(10.10) |
79.61 |
| Profit after Tax |
137,099.36 |
91,220.05 |
933.90 |
171.57 |
| Add: Other comprehensive income |
39,550.58 |
12,264.41 |
537.07 |
171.20 |
| Total comprehensive income for the period |
176,649.95 |
103,484.46 |
1,470.97 |
342.76 |
| Balance Brought forward from the previous year |
358,130.83 |
267,178.48 |
6,699.33 |
7,050.70 |
| Profit available for appropriations |
494,858.25 |
358,651.65 |
7,640.36 |
7,220.14 |
| Less: Dividend |
6,053.77 |
520.82 |
6,053.77 |
520.82 |
| Profit Carried to Balance Sheet |
488,804.49 |
358,130.83 |
1,586.60 |
6,699.33 |
State of Affairs / Company's Performance
During the year under review, your Company achieved a consolidated
turnover of Rs. 739030.54 lakhs as against Rs. 501736.35 lakhs in the previous year. Your
Company has earned a consolidated gross profit of Rs. 216607.82 lakhs before interest,
depreciation and tax as against Rs. 150465.41 lakhs in the previous year. After deducting
financial charges of Rs. 40.98 lakhs, depreciation of Rs. 26554.87 lakhs and provision for
tax of Rs. 53055.25 lakhs, the operations resulted in a net profit of Rs. 137099.36 lakhs
as against Rs. 91220.05
Change in the Nature of Business
As per the requirements of Rule 8 (5) (ii) of Companies (Accounts)
Rules, 2014, your Board of Directors specify that, there is no significant change in the
nature of business of the Company during the last financial year There are no Material
Changes and Commitments affecting the financial position of the between the end of the
financial year to which the financial statements relate and the date of this Report.
Share Capital
During the period under review the listed entity 600,000 converted
warrants into equity shares on October 02, 2022 in
57 connection to the In-principle approvals from the Stock Exchanges on
1st April, 2021 for 33,18,45,000 (Thirty-Three Crore Eighteen Lakhs Forty-Five
Thousand Only) convertible Warrants.
Out of the abovementioned 33,18,45,000 (Thirty-Three Crore Eighteen
Lakhs Forty-Five Thousand Only) convertible Warrants, the Company has allotted
32,62,55,000 (Thirty-Two Crore Sixty-Two Lakhs and Fifty-Five Thousand) equity shares
against the warrants as mentioned below and the same have been listed with both BSE
Limited and National Stock Exchange of India Limited:
| Date of Allotment |
No. of Shares |
Effective date of Listing |
| 1) July 01, 2021 |
3,42,00,000 |
August 11, 2021 |
| 2) July 23, 2021 |
5,89,30,000 |
August 23, 2021 |
| 3) July 28, 2021 |
14,55,00,000 |
August 25, 2021 |
| 4) July 30, 2021 |
8,32,00,000 |
August 26, 2021 |
| 5) August 12, 2021 |
38,25,000 |
August 26, 2021 |
| 6) October 02, 2022 |
6,00,000 |
Listing in Process |
| Total Shares |
32,62,55,000 |
|
Listing fees has been paid for the year 2022-23 to both the Exchanges.
As on the date of this report, the Company has a paid-up share capital
of Rs. 403,70,43,746 divided into 201,85,21,873
Equity Shares of Rs. 2/- each.
Transfer to Reserves
Your Company has not proposed to transfer any amount to the general
reserve.
Public Deposits
Your Company has not accepted any deposits falling within the meaning
of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 during the financial year.
Dividend
During the year under review, the Board has decided not to declare any
dividend.
Particulars of Loans, Guarantees & Investments
The company makes investments or extends loans/guarantees to its
wholly-owned subsidiaries for their business purposes. Details of loans, guarantees and
investments covered under Section 186 of the Companies Act, 2013, along with the purpose
for which such loan or guarantee was proposed to be utilized by the recipient, form part
of the notes to the financial statements provided in this annual report.
Material changes and commitments affecting the financial position of
the Company:
During the year under review, there have been no such material changes
and commitments that have affected the financial position of the Company.
Subsidiary Companies
The Company has 16 subsidiaries as of March 31, 2023. There was no
material change in the nature of the business carried on by the subsidiaries. Pursuant to
first proviso to Sub-Section (3) of Section 129 read with Rule 5 of Companies (Accounts)
Rules, 2014, a separate statement containing the salient features of the Financial
Statements of the Subsidiary Companies/ Associate Companies/Joint in "Part-A:
Subsidiaries" is attached to Financial Statements of the Company which forms a part
of this Annual Report, other information under form AOC-1 is mentioned as below: 1.Names
of the subsidiaries which are yet to commence operations: NIL
2.Names of the subsidiaries which have been liquidated or sold during
the year: NIL
Statement pursuant to Section 129 (3) of the Companies Act, 2013
related to Associate Companies and Joint Ventures
"Part-B: Associates and Joint Ventures" is attached to
Financial Statements of the Company which forms a part of this
Annual Report.
Consolidated Financial Statements
In compliance with Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and in compliance with the provisions of
Section 129(3) and other applicable provisions of the Companies Act, 2013 and the Indian
Accounting Standards Ind AS-110 and other applicable Accounting Standards, your Directors
have pleasure in attaching the consolidated financial statements for the financial year
ended March 31, 2023, which forms part of the Annual Report.
Nomination and Remuneration Policy
The Company's remuneration Policy is market-driven and aims at
attracting and retaining high performance talent. Brightcom follows a compensation mix of
fixed pay, benefits and performance-based variable pay, which is paid based on the
business performance and goals of the different business units/ overall company. The
remunerations to the Directors & Key Managerial Personnel are determined by the
Nomination and
Remuneration Committee and recommended to the
Board for its approval. The above remunerations shall be subject to the
approval of the shareholders of the Company, wherever required by the statute. The
Nomination and Remuneration Policy has been updated on the website of the Company at https://www.brightcomgroup.com/investors/policies/
Declaration of Independence by Independent Directors
The Company has received necessary declaration from the Independent
Directors as required under Section 149(7) of the Act and LODR Regulations confirming that
they meet the criteria of independence as laid down in Section 149(6) of the Act and that
of LODR Regulations.
Management's Discussion and Analysis
Pursuant to the provisions of Regulation 34 read with
Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management
Discussion and Analysis is presented in a separate section forming part
of this Annual Report. As required under the provisions of the Listing Regulations, the
Audit Committee of the Company has reviewed the
Management Discussion and Analysis report of the
Company for the year ended March 31, 2023. A detailed report on
Management Discussion & Analysis is provided as a separate disclosure in the annual
report.
Related Party Transactions
All related party transactions that were entered into during the
financial year were in the ordinary course of the business of the Company and were on an
arm's length basis. There were no materially significant related party transactions
entered by the Company during the year with the Promoters, Directors, Key Managerial
Personnel or other persons which may have a potential conflict with the interest of the
Company.
The policy on related party transactions as approved by the Audit
Committee and the Board of Directors is hosted on the website of the Company
www.brightcomgroup. com. Prior omnibus approvals from the Audit Committee are obtained for
transactions which are repetitive and also normal in nature. Further, disclosures are made
to the Committee and the Board on a quarterly basis. None of the Directors has any
pecuniary relationship or transactions with the Company, other than to the extent of their
shareholding and except the payments made to them in the form of remuneration/sitting fee.
Since all related party transactions entered into by the Company were in the ordinary
course of business and were on an arm's length basis, the requirement of furnishing
the requisite details in Form AOC-2 is not applicable to the Company.
The details of related party disclosures form part of the notes to the
financial statements provided in this annual report.
Vigil Mechanism/ Whistleblower / Ombudsperson Policy
The Company has put in place a Whistle Blower Policy and has
established the necessary vigil mechanism as defined under Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements), 2015 for employees and others to report concerns
about unethical behaviour.
The Company has a vigil mechanism policy to deal with instances of
fraud and mismanagement, if any. The vigil mechanism policy is uploaded on the website of
the Company https://www.brightcomgroup.com/investors/ policies/.
The Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the Company have been denied
access to the Audit
Committee.
Disclosure as required under Section 22 of Sexual Harassment of women
at workplace (Prevention, Prohibition and Redressal) Act, 2013
In order to comply with the provisions of the Sexual
Harassment of Women at Work Place (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and
implemented a policy on prevention, prohibition and redressal of complaints related to
sexual harassment of women at the work place. All women employees permanent, temporary or
contractual are covered under the above policy. Your Company has zero tolerance towards
sexual harassment at the workplace and the details of sexual harassment complaints as per
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder are as follows:
No. of Complaints received: Nil
No. of Complaints disposed-off: Not Applicable
The Company has constituted an Internal Complaints Committee for
redressal of complaints and is committed to provide equal opportunities without regard to
their race, caste, sex, religion, colour, nationality, disability, etc.
All women associate (permanent, temporary, contractual and trainees) as
well as any women visiting the
Company's office/ premises or women service providers are covered
under this policy. All employees are treated with dignity with a view to maintain a work
environment free of sexual harassment whether physical, verbal or psychological.
Other Policies
The Company has also adopted the following policies, as required by
Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015 and the same are available on the website of the Company at www.brightcomgroup.com.
1. Code of Conduct & Ethics for Board of Directors &
Senior Management;
2. Terms & Conditions of Appointment of Independent
Directors
3. Corporate Social Responsibility Policy
4. Policy for related party transaction
5. Vigil Mechanism (Whistle blower policy)
6. Policy for Determining Material Subsidiaries
7. Policy for Determining of Materiality of an Event
8. Criteria for making payment for non-executive
Directors
9. Nomination & Remuneration Policy 10. Familiarization program of
Independent Director 11. Code of Regulation & Prohibition of Insider Trading
12. Code of practices and procedures for fair disclosure of UPSI
13. Document preservation policy
14. Policy for evaluation performance of the Board 15. Policy for
disclosure of material information 16. Policy for sexual harassment 17. Staff advances
policy 18. Policy for determination of legitimate purpose.
Corporate Governance
Pursuant to the provisions of Chapter IV read with
Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate section on
Corporate Governance has been incorporated in the
Annual Report for the information of the shareholders.
Secretary A certificate regarding compliance with the conditions of
Corporate Governance as stipulated under the said Schedule V of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 also forms part of this Annual Report.
Code of conduct for prevention of Insider Trading in Brightcom Group
Limited
Code of Conduct for Prevention of Insider Trading in
Brightcom Securities ("BCG Code") in accordance with
Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment)
Regulations, 2018 is uploaded on the website of the Company. The objective of the PIT Code
is to protect the interest of shareholders at large, to prevent misuse of any unpublished
price sensitive information and to prevent any insider trading activity by dealing in
shares of the Company by its Designated
Persons and their immediate relatives. Mr. Raghunath
Allamsetty is the Compliance Officer under the PIT Code as on the date
of this report.
Committees
The following are the details of the Committees during the Financial
Year 2022-23:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders' Relationship Committee;
4. Corporate Social Responsibility Committee;
5. Warrants & Share Allotment Committee;
6. Risk Management Committee*
The composition of each of the above Committees, their respective roles
and responsibilities are provided in detail in the Corporate Governance Report. Apart from
the abovementioned Committees, the Company also has an
InternalComplaintsCommitteeforredressalofcomplaints and is committed to
provide equal opportunities without regard to their race, caste, sex, religion, colour,
nationality, disability, etc.
*Risk Management Committee formed with effect from September 16, 2021.
Directors and Key Managerial Personnel
In pursuance of Section 152 of the Companies Act, 2013 and the Rules
framed there under Mr. Raghunath
Allamsetty, Executive Director is liable to retire by rotation.
Pursuant to the provisions of regulation 36 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standard-2 on
General Meetings issued by ICSI, brief resume and other disclosures
relating to the Directors who are proposed to be appointed/ re-appointed are given in the
Annexure to the Notice of the 24th AGM.
The Company has received declarations from all the
Independent Directors of the Company confirming that they meet with the
criteria of independence as prescribed under Section 149(6) of the Act and under
Regulation 16(1)(b) of SEBI Listing Regulations. None of the directors of the company is
disqualified under the provisions of the Companies Act, 2013 (‘Act') or under
the
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. All Independent Directors have provided confirmations as contemplated under section
149(7) of the Act.
Mr. Kallol Sen (DIN #00671018) was appointed as an Additional
(Executive) Director under the category of Whole-time (Executive) Director as per the
provisions of Section 149 of the Act read with the Companies
(Appointment and Qualification of Directors) Rules, 2014, on the Board
of the Company with effect from February 2, 2024 for a period of five years subject to
approval of the shareholders in 24th Annual General Meeting of the
Company held on November 21, 2024. He resigned as director of the
company on August 11, 2024.
Dr. Shambhavi Vedantam Murthy (DIN # 10614482) was appointed as an
Additional Director under the category of Non-Executive & Independent Director as per
the provisions of Section 149 of the Act read with the
Companies (Appointment and Qualification of Directors)
Rules, 2014, on the Board of the Company with effect from May 4, 2024
for a period of five years subject to the approval of the shareholders in 24th
Annual General
Meeting of the Company held on November 21, 2024 She resigned as
director of the company on August 11, 2024.
Mr. Ravi Chandran (DIN # 07027731) was appointed as an Additional
Director under the category of Non-Executive & Independent Director as per the
provisions of Section
149 of the Act read with the Companies (Appointment and Qualification
of Directors) Rules, 2014, on the Board of the Company with effect from May 4, 2024 for a
period of five years subject to the approval of the shareholders in 24th Annual
General Meeting of the Company held on November 21, 2024 He resigned as director of the
company on August 11, 2024.
Mr. Raghunath Allamsetty (DIN # 00060018) was appointed as an
Additional (Executive) Director under the category of Whole-time (Executive) Director as
per the provisions of Section 149 of the Act read with the
Companies (Appointment and Qualification of Directors)
Rules, 2014, on the Board of the Company with effect from
June 28, 2024 for a period of five years subject to approval of the
shareholders in 24th Annual General Meeting of the
Company held on November 21, 2024.
Mr. M Suresh Kumar Reddy, Chairman & Managing Director and Mr. S L
Narayana Raju, Chief financial officer of the Company have resigned from their respective
positions on August 27, 2023 pursuant to the SEBI Interim order issued on August 22, 2023.
Mr. Nilendu Narayan Chakraborty (DIN # 07505277) resigned as an
Independent Director due to personal reasons and the same is considered by the Board on
October 27, 2023.
Mr. Peshwa Acharya (DIN #06558712), resigned as Non-Executive
Director due to personal reasons and the same is considered by the Board on January 21,
2024. Mr. Vijay Kancharla (DIN # 02744217), resigned as Executive Director due to personal
reasons and the same is considered by the Board on January 21, 2024. Ms. Meghana Musunuri
(DIN # 10462366) resigned as an Independent Director due to personal reasons and the same
is considered by the Board on March 19, 2024. Dr. Jayalakshmi Kumari Kanukollu (DIN #
03423518) resigned as an Independent Director due to personal reasons and the same is
considered by the Board on May
4, 2024.
Dr. Surabhi Sinha (DIN # 07354441) resigned as an Independent Director
due to personal reasons and the same is considered by the Board on May 4, 2024. Mr. .
Radhakishore Pandrangi (DIN # 06664969) resigned as an Independent Director due to
personal reasons and the same is considered by the Board on
May 4, 2024.
Board Meetings
The Company has a professional Board with an optimum combination of
executive, non-executive and independent directors (including two independent women
directors) who bring to the table the right mix of knowledge, skill and expertise. The
Board provides strategic guidance and direction to the Company in achieving its business
objectives and protecting the interest of the stakeholders. During the year, ten (10)
meetings of the Board of Directors of the Company were convened and held in accordance
with the provisions of the Companies Act,
2013. The date(s) of the Board Meeting, attendance by the directors is
given in the Corporate Governance Report forming part of this Annual Report. The maximum
time-gap between any two consecutive meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
None of the Directors are disqualified under Section 164(2) of the Act.
Certificate as required under Regulation 34 of SEBI (Listing Obligation & Disclosure
Requirements) Regulations, 2015 is forming part of the Corporate Governance Report forming
part of this Annual Report.
Audit Committee>
Audit Committee of the Company meets the requirements of section 177 of
the Companies Act, 2013 and Regulation 18 of 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 is given in
the Corporate Governance Report furnished as part of the
Annual Report. During the year under review, the Board has accepted all
the recommendations of the Audit Committee.
Independence of the Board
The Board of Directors of the Company comprises of optimum number of
Independent Directors. Based on the confirmation/disclosures received from the Directors
and on evaluation of the relationships disclosed, the following
Non-Executive Directors are Independent in terms of
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section
149(6) of the Act:
All the Independent Directors have registered themselves with the
Independent Director's Data Bank. The Company has received the necessary declarations
from each
Independent Director under Section 149 of the Act and Regulation 25 of
the Listing Regulations, confirming that he / she meets the criteria of independence laid
down in Section 149 of the Act and Regulation 16(1)(b) of the
Listing Regulations.
Evaluation of performance of the Board, Members of the Board and the
Committees of the Board of Directors
Pursuant to the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, a formal evaluation of the performance of the Board,
its Committees, the Chairman and the individual directors was carried out for the
financial year
2022-23.
Structured forms covering evaluation of Board, Committees of the Board,
Chairperson, Independent
Directors and Non-Independent Directors were circulated to all the
Directors and Directors were requested to rate against various criteria such as
composition of the Board, receipt of regular inputs and information, functioning,
performance and structure of the Board Committees, skill set, knowledge and expertise of
directors, preparation and contribution at Board meetings, leadership etc. The performance
evaluation of the respective Committees and that of independent and non-independent
directors was done by the Board excluding the director being evaluated.
Evaluation of all Board members is performed on an annual basis. The
evaluation is performed by the Board with specific focus on the performance and effective
functioning of the Board and Individual Directors and the same is taken note by the
Nomination and Remuneration Cum Compensation Committee.
The Nomination and Remuneration Committee has laid down criteria for
performance evaluation of Directors,
Chairperson, Board Level Committees and the Board as a whole and also
the evaluation process for the same. The
Nomination and Remuneration Committee has reviewed the performance
evaluation of the Directors, Chairperson, Audit Committee and Stakeholders Relationship
Committee and the Board as a whole.
Further, as per the SEBI (Listing Obligation & Disclosure
Requirements) Regulations, 2015, the following is the matrix of skills
and competencies on which all Directors are evaluated:
Governance and Board service
Business Understanding
Risk/Legal/Regulatory Compliance
Information Technology/ Accounting/Financial Experience
Industry/Sector Knowledge
Strategy development and implementation The statement indicating the
manner in which formal annual evaluation of the Directors, the Board and the
Board level Committees are given in the report on Corporate Governance,
which forms part of this Annual Report.
Familiarisation Programme for Directors
In addition to giving a formal appointment letter to the newly
appointed Director on the Board, a detailed induction plan covering the role, function,
duties, responsibilities and the details of compliance requirements expected from the
director under the Companies Act, 2013 and relevant
Regulations of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are given and explained to a new
Director.
Pursuant to Regulation 25(7) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), conducting
familiarization programmes for the Directors in the Company is a continuous process,
whereby Directors are informed, either through presentations at the Board or committee
meetings, board notes, interactions or otherwise about industry outlook, business
operations, business model, future strategies, business plans, competitors, market
positions, products
& new launches, internal and operational controls over financial
reporting, budgets, analysis on the operations of the Company, role, rights,
responsibilities of independent directors and any other relevant information. Pursuant to
Regulation 46 of Listing Regulations, the details required are available on the
Company's website at www. brightcomgroup.com.
Policy on Directors' Appointment, Remuneration and other details
The Company's policy on directors' appointment and
remuneration and other matters provided in section
178(3) of the Act have been disclosed in the corporate governance
report, which forms part of this annual report and is also hosted on the Company's
website www.brightcomgroup.com.
Statutory Auditors
M/s. P. Murali & Co., Chartered Accountants, Hyderabad (Firm
Registration No. 007257S) was appointed as
Statutory Auditors of the Company for a period of 5 consecutive years,
consent of the Members accorded in the held 23rd Annual General Meeting of the Company.
Independent Auditors' Report(s) to the Members of the Company in
respect of the Standalone Financial Statements and the Consolidated Financial Statements
for the Financial Year ended March 31, 2023, form part of this Annual Report and contain
some qualification(s) or adverse observations. The Board has duly examined the Statutory
Auditors' Report to the consolidated and standalone financial statements, the
clarifications provided in the later part of this document.
There have been no instances of fraud reported by the
Auditors including the Statutory of the Company under Section 143(12)
of the Companies Act, 2013 and the Rules framed there under either to the Company or to
the Central Government.
M/s. P. Murali & Co., Chartered Accountants, Hyderabad (Firm
Registration No. 007257S), are not eligible to be the Statutory Auditors of the Company
for the financial year 2023-24 and therefore, the Statutory Auditors proposed by the
members at the ensuing 24th AGM shall be appointed for the financial year 2023-24 and
shall hold the office till the conclusion of the 25th AGM at such remuneration as may be
determined by the shareholders of the Company.
Adequacy of Internal Financial Control Systems & Risk Management
The company does not have in place adequate internal financial controls
with reference to its financial statements. The details relating to the internal financial
controls and their adequacy and Risk Management are included in the Management Discussion
and Analysis Report.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the
Companies Act, 2013, Regulation 24A of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 and rules framed thereunder, the Board of
Directors, on recommendation of the Audit Committee, appointed
Saurabh Poddar & Associates, Practicing Company Secretary,
Hyderabad to undertake the Secretarial Audit of the Company. The Company has received a
certificate from the Secretarial Auditor, inter-alia, confirming that their appointment is
within the limits laid down by the Act and rules made thereunder, is as per the term
provided under the Act, he is not disqualified for being appointed as Secretarial Auditor
under the provisions of applicable laws and also that there are no pending proceedings
against his involving matters of professional misconduct. The Secretarial Audit Report for
the Financial Year ended March 31, 2023, in Form MR-3 is annexed to the Board's
Report - Annexure-A and forms part of this Report.
The Secretarial Auditors' Report to the Members of the
Company for the Financial Year ended March 31, 2023, contains
qualification(s) or adverse observations.
Compliance with Secretarial Standards on Board and Annual General
Meetings
The Company has complied with applicable provisions of the Secretarial
Standards issued by the Institute of Company Secretaries of India and approved by the
Government of India under Section 118(10) of the Companies Act, 2013.
Extract of Annual Return
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the
annual return of the Company for the Financial Year 2022-23 can be accessed through the
web link on the Company's website https://www.brightcomgroup.com/investors/
Code for Prevention of Insider Trading
As per the SEBI (Prohibition of Insider Trading) Regulation,
2015, the Company has adopted a Code of Conduct of Insider Trading. The
Company has appointed Mr.
Vijay Kancharla, Executive Director of the Company, as Compliance
Officer for setting forth the procedures and implementation of the Code for trading in
Company's
Equity Shares. During the year under review, there has been a due
compliance of the said Code.
Particulars of Employees and Related Disclosures
No Salary is being paid to Directors of the Company including
whole-time Director other than sitting fee to Independent Directors and hence the details
as required to be disclosed under Section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration to Key Managerial
Personnel) Rules, 2014 is not applicable. None of the employees of the Company is
receiving a salary of more than Rs. 8.50 lakhs per month.
The information as per Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial
Personnel) Rules, 2014 will be provided upon request by any Member of
the Company. In terms of Section 136 of the Companies Act, 2013, the Annual Report
including the
Board's Report and the Audited Accounts are being sent to the
Members excluding the same. Any Member interested in obtaining a copy of the same may
write to the Executive Director at the Registered Office of the Company.
Share Transfer System
Pursuant to Regulation 40 of SEBI (LODR) Regulations, 2015, as amended
vide Notification No. SEBI/LAD-NRO/ GN/2018/24 dated 8th June, 2018 and Press Release No:
49/2018 dated 3rd December, 2018, shareholders may please note that, with effect from 1st
April, 2019, transfer of shares (except transmission and transposition of shares) will be
in dematerialized form only. Therefore, the shareholders are requested to dematerialize
their shares in order to have a hassle-free transfer. Members can contact the Company or
Company's Registrars and Transfer Agents, Aarthi
Consultants Private Limited for assistance in this regard.
Board's Response on Auditors Qualification, Reservation or Adverse
Remark or Disclaimer Made
In response to the qualifications by the Statutory Auditors in Audit
report, the Company's responses are given below:
| Auditors Qualification |
Directors Reply. |
| 1.a. As referred in Point No. 72, the company's
investment in Ybrant Media Acquisition Inc, one of the subsidiaries of the company has
negative equity/net worth indicating the existence of an indicator of impairment. But the
company has neither impaired nor created any provision against the value of Investments in
Ybrant Media Acquisition Inc. |
YMA used to own the asset, LYCOS Inc. That is currently under
the receivership of the seller (Daum Corporation). The Holding Company is working with
Daum Corporation to complete the acquisition and hence investment is not yet impaired. |
| 1.b. As referred in Point No. 177[d], "the company"
has to appoint at least one independent director on its board of directors as a director
on the board of directors of each of its material subsidiaries within fifteen days of the
date of its order. Refer note no 59 of Consolidated financial statements. |
The Company appointed independent Directors on the Board of
Subsidiaries of the Company and the same was intimated to the Exchanges as on April 28,
2023. Subsequent to their resignation from the Brightcom board, the Company has appointed
newly appointed Independent Directors on the Board of Subsidiaries of the Company on
October 24, 2024. |
| 1.c. As referred in Point No. 177[e] "the company"
has to disseminate the standalone financial statements of each of its subsidiaries on its
website, for the period between FY 2014-15 and FY 2021-22. Refer note no 60 of
consolidated financial statements "Consequent to the order the company has uploaded
the financial statements/ Financial information of its subsidiaries in its website". |
The Company presented the Financial statements of its
subsidiaries on its website and the same intimated to the Exchange as on April 28, 2023. |
| 1.d. The opening balances of Investments, receivables and
payables with related to subsidiaries in standalone financial statements are subject to
the confirmation of peer review auditor and due to its consequent effect, the closing
balances thereof are also subject to variation. |
The closing balances of Investments, receivables and payables
with related to subsidiaries for the previous year will be reviewed by the Audit Committee
as directed by SEBI and will get the Peer review done. |
| 1.e. SEBI vide its letter dated 13th April 2023, has issued
interim order cum show cause notice to the company seeking clarifications with respect to
certain issues. The final outcome of the investigation is yet to come by the time of our
Report. Refer note no 58 of Consolidated financial statements. |
The Company filed its clarification and reply to the Show
Cause Notice. |
| 1.f. The Standalone Financial Statements of the company for
the previous financial year i.e., for the year ended 31.03.2022 have been audited by
predecessor auditor. The figures as at 31.03.2022 are subject to variation in view of the
SEBI's observations/ directions and consequent effect on the closing balances thereof
as at 31.03.2023. |
The previous year consolidated financial statements will be
reviewed by the Audit Committee as directed by SEBI and will get the Peer review done. |
| 2 "The company" has not made any provision for
impairment of investments of Rs.16,886.81 lakhs made in M/s Vuchi Media Private Limited
despite the fact that the proposed acquisition transaction was revoked by both the parties
and have cancelled the definitive share purchase agreement that was entered into. |
1,40,00,000 Equity shares allotted to Vuchi Media are being
annulled, the legal process is in underway. |
Listing Fees
The Company affirms that the annual listing fees for the year 2022-23
has been paid to both the National Stock Exchange of India Limited (NSE) and the BSE
Limited.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars as prescribed under sub-section (3)(m) of Section 134
of the Companies Act, 2013, read with the
Companies (Accounts) Rules, 2014, are as follows:
A. Details of Conservation of Energy
The operations of your company do not consume high levels of energy.
The Company uses electric energy for its equipment such as computer terminals, air
conditioners, lighting and utilities in the work premises. Adequate measures have been
taken to conserve energy by using energy-efficient computers and equipment with the latest
technologies. However, the requirement of disclosure of particulars with respect to
conservation of energy as prescribed in the Section 134(m) of the Companies Act, 2013,
read with Rule 8(3) of Companies (Accounts) Rules, 2014 are not applicable to the Company
and hence not provided.
B. Technology Absorption
The Information Technology (IT) and Information Technology Enabled
Services (ITES) Industry are subject to high rate of technological obsolescence. The
Company's business is Digital Marketing and Software Development. The change in the
industry paradigm is dynamic. The Company is continuously updating these changes and
constantly evaluating these developments to improve its capabilities towards the industry.
Accordingly, research and development of new services, display advertising, platforms and
methodologies, continue to be of importance to us. This allows us to enhance quality,
productivity and customer satisfaction through continuous improvements and innovations. As
part of the continuous thrust on R&D, the company is also focused on Solutions
Research and Vertical Focus Research. These would identify new ideas which would enable
business process improvement for customers and would be aligned with the business strategy
and growth opportunities of the organization. Our R & D activities are not capital
intensive and we do not specifically provide for the same in our books.
C. Foreign Exchange Earnings and outgo
The particulars of earnings and expenditure in foreign exchange during
the year are given in notes to Standalone financial statements.
Business Responsibility Report
Regulation 34(2)(f) of the Listing Regulations mandates the inclusion
of Business Responsibility Report ("BRR") as part of the Annual Report for top
500 listed companies which was thereafter amended to top 1000 listed companies with effect
from December 26, 2019, based on market capitalization as on March 31 every year. In
compliance with the
Listing Regulations, BRR of your Company for the Financial Year 2022-23
is appended as Annexure - II to this Report.
Your Company strongly believes that sustainable and inclusive growth is
possible by using the levers of environmental and social responsibility while setting
aspirational targets and improving economic performance to ensure business continuity and
rapid growth.
Investor Education and Protection Fund (IEPF)
In terms of Section 123, 124 and 125 of the Companies Act, 2013, the
unclaimed dividends and shares wherein the dividends that are unclaimed for a period of
seven consecutive years relating to the Final Dividend will be transferred to the IEPF
Fund/Suspense account respectively. Further, as per the provisions of Section 125, the
share(s) wherein the dividend is unclaimed for a period of consecutive seven (07) years
will be transferred to the suspense account as prescribed by the IEPF Rules, therefore the
shareholders whose dividends are unclaimed for consecutive seven years from 2014-15 (list
of the shareholders along with the unclaimed dividend details are available on the website
of the Company www. brightcomgroup.com are requested to claim their unclaimed dividend at
the earliest.
Shareholders are requested to ensure that their dividends are encashed
on time. In case of non-encashment of dividends, shareholders are advised to approach the
Company or RTA to claim their unclaimed dividends.
Corporate Social Responsibility
The provisions of Section 135 of the Companies Act, 2013 are applicable
to the Company. The Corporate Social Responsibility Committee of the Company meets the
requirements of Section 135 of the Companies Act, 2013. The details of the composition of
the Corporate Social Responsibility Committee as required under the provisions of Section
135 of the Companies Act, 2013 is given in the Corporate Governance Report which forms
part of this Annual Report.
Pursuant to the provisions of Section 135 of the Companies Act, 2013
and the Rules made thereunder, the brief outline of the Corporate Social Responsibility
(‘CSR') policy of the Company and the initiatives undertaken by the Company on
the CSR activities during the year are given in Annexure-III to this report in the format
prescribed in the Companies (Corporate Social Responsibility) Rules, 2014. The said policy
is available on the Company's website at www.brightcomgroup.com. As per the
provisions of Section 135 of the Companies Act, 2013, 2% of average Net Profits of the
Company for the immediately preceding three financial years calculated as per Section 198
of the Companies Act, 2013 works out to Rs. 20.11 Lakhs and the Company has spent Rs.
20.11 Lakhs on CSR activities in the areas of Education and Environmental
Protection.
Significant and Material Orders
The Company has received an intimation from SEBI through its letter
dated September 16, 2021, enforcing a Forensic Audit on the Company, and the same is in
progress as on the date of this report. SEBI Issued 2 Interim orders dated April 13, 2023
& August 22, 2023 in connection with the ongoing investigations and a Confirmatory
Order was issued on February 28, 2024 in relation to the Interim Order dated August 22,
2023. The Company has submitted appeals with SEBI Appellate Tribunal (SAT) and the
proceedingsareongoing.However,therearenosignificantand material orders passed by the
regulators or courts or tribunals impacting the going concern status and Company's
operations in the future.
Directors' Responsibility Statement
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the
Companies Act, 2013 and on the basis of compliance the Company and subject to disclosures
in the Annual Accounts, as also certificate on the basis of the discussion with the
Statutory Auditors of the Company from time to time, and to the best of their knowledge
and information furnished, the Board of Directors state that: i. In preparation of the
Annual Accounts for the year ended March 31, 2023, all the applicable Accounting Standards
prescribed by the Institute of Chartered Accountants of India and Companies Act, 2013 have
been followed and there were no material departures. ii. We have adopted such accounting
policies and applied them consistently and made judgments and estimates that are
reasonable and prudent 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 of the Company for the financial year
ended March 31, 2023. iii. We have taken proper and sufficientcare for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities. iv. The Annual Accounts for the year ended March 31, 2023, has been
prepared on a going concern basis. v. The company does not have in place adequate internal
financial controls with reference to its financial statements. vi. The systems to ensure
compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.
Acknowledgment
Your directors place on records their sincere appreciation and thanks
for the valuable cooperation and support received from the employees of the Company at all
levels, Company's Bankers, Associates, partners, clients, vendors, and Members of the
Company and look forward to the same in equal measure in the coming years.
| Date: 24-10-2024 |
By order of the Board |
| Place: Hyderabad |
For Brightcom Group Limited |
|
Sd/- |
|
Raghunath Allamsetty |
|
Executive Director |
|
DIN # 00060018 |
|