To, The Members,
Bright Outdoor Media Limited
The Board of Directors of the Company have great pleasure in presenting
the 18th Board's Report of the Company together with Audited Financial Results for
the year ended March 31, 2023. This report states compliance as per the requirements of
the Companies Act, 2013 (the Act), the Secretarial Standards, the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations) and other rules and regulations as applicable to
the Company.
1. FINANCIAL PERFORMANCE:
The highlight of the financial performance of the Company for the year
ended March 31, 2023 is summarized as follows:
(Amount in lakhs)
Particulars |
FY 2022-23 |
FY 2021-22 |
Revenue from Operations |
9150.35 |
5046.12 |
Other Income |
44.12 |
43.59 |
Total Income |
9194.47 |
5089.71 |
Direct & other related expenses |
7067.07 |
3925.31 |
Employee Benefit Expenses |
278.86 |
167.95 |
Financial Cost |
288.54 |
319.14 |
Depreciation and amortisation expenses |
11 .65 |
18.06 |
Other Expenses |
586.72 |
297.00 |
Total Expenses |
8232.83 |
4727.46 |
Profit/(Loss) before Tax |
961.64 |
357.25 |
Less: Exceptional items |
- |
- |
Profit/(Loss) before Tax |
961.64 |
357.25 |
Provision for Taxation (Net) |
243 .56 |
97.72 |
Profit/(Loss) after
tax |
710.44 |
259.39 |
Other Comprehensive
income for the financial year |
- |
- |
Total Comprehensive
income/(loss) for the financial year |
- |
- |
Earnings per Equity
Share ( ) - Face value of 10/- each |
6.94 |
4.00 |
2. BUSINESS AND FINANCIAL PERFORMANCE OVERVIEW: BUSINESS OVERVIEW
Our Company is engaged in the business of providing advertising
services offering advertising media services consisting of Out of Home (OOH) media
services. Our array of service hoardings includes Railway boards, Railway panels, Transfer
stickers, Cinema slides, Promos, full train, Bus panels, Full Bus painting, Mobile sign
truck, Kiosks, Traffic Booth, Toll Naka, Gantry and Vinyl. Apart from Out-of- Home (OOH)
Advertising and providing various novel communication solutions to clients, our Company
also offers services assuring multicultural and ethnic Outdoor Advertising campaigns that
engage audiences and achieve impact, for every creative need, idea and budget. Apart from
business of providing advertising services, our Company is also engaged in real estate
business which mainly includes sale and purchase of properties and sharing the same on
rental/leave and license basis.
FINANCIAL PERFORMANCE OVERVIEW
During the year under review, the Company has earned a total revenue of
Rs. 9194.47 Lakhs for the year ended March 31, 2023 as against Rs. 5089.71 Lakhs in the
previous financial year.
The Company has recorded a profit (PBT) of Rs. 961.64 Lakhs for the
year ended March 31, 2023 as compared to Rs. 357.25 Lakhs in the previous financial year.
The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2023
stood at Rs. 710.44 Lakhs as compared to Rs. 259.39 Lakhs in the previous financial year.
3. DIVIDEND/ TRANSFER TO RESERVES:
The Dividend policy for the year under review has been formulated and
taking into consideration of growth of the Company and to conserve resources, the
Directors do not recommend any Dividend for the year ended March 31, 2023.
In Financial year 2022-23 the reserve maintained with the Company is
Rs. 8,524.98 lakhs while in the year 2021-22 reserve was Rs. 2,660.72 Lakhs.
Your Company has not transferred the profits for year ended March 31,
2023 to Reserves and Surplus.
4. CHANGE OF STATUS OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC
LIMITED:
Pursuant to Special Resolution passed at Extra-Ordinary General Meeting
held on October 24, 2022. Our Company changed the status of the Company from Private
Limited Company to Public Limited Company.
5. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL
YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:
There have no material changes and commitments affecting the financial
position of the Company which have occurred between the date of the Balance Sheet and the
date of this Report.
6. DEPOSITS:
The Company has neither accepted nor renewed any deposits falling
within the purview of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules 2014 as amended from time to time, during the year under
review.
7. CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the Business of the Company during the
financial year ended March 31, 2023.
8. CAPITAL STRUCTURE: INITIAL PUBLIC OFFER
During the year under review, the Company had successfully come out
with its maiden SME IPO (Initial Public Offering). The Public issue consisted of 38,00,000
Equity Shares at price of Rs. 146/- (including a premium of Rs. 136/- Equity Shares)
aggregating to Rs. 5,548.00 Lakhs consisting fully of fresh issue of 38,00,000 Equity
Shares aggregating to Rs. 5,548.00 Lakhs which was opened for subscription on March 14,
2023 and closed on March 17, 2023 for all the applicants. The Company received the
overwhelming response for the said IPO issue and said shares got listed on the BSE SME
platform on March 24, 2023. Subsequent to completion of IPO, the paid-up share capital of
the Company increased to Rs. 13,92,87,800/-
The success of IPO reflects the trust, faith and confidence that
customers, business partners and markets have reposed in your Company.
AUTHORIZED SHARE CAPITAL
The Authorized Share Capital of the Company as on March 31, 2023 was Rs
15,00,00,000/- divided into 1,50,00,000 shares of Rs 10/- each.
ISSUED AND PAID-UP CAPITAL
The paid-up Equity Share Capital as on March 31, 2023 was Rs.
13,92,87,800/- divided into 1,39,28,780 Shares of Rs. 10/- each.
9. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND
JOINT VENTURES:
As on March 31, 2023 the Company has no Holding, Subsidiaries,
Associate Company, and Joint Venture.
10. LISTING OF SHARES:
The Company's shares are listed on BSE SME platform with ISIN
INE0OMI01019 & Script Code: 543831.
11. DIRECTORS & KEY MANAGERIAL PERSONNEL:
The composition of Board of Directors and Key Managerial Personnel
(KMP) of the Company as on March 31, 2023 were as follows:
Sr. No |
Name of Director |
Designation |
Appointment/
Resignation |
Date of Appointment/
Cessation/ Change in Designation |
1. |
Yogesh Jiwanlal Lakhani |
Chairman a Managing Director |
Change nd designation |
29/11/2022 |
2. |
Jagruti Yogesh Lakhani |
W hole-Time Director Change |
designation |
29/11/2022 |
6. |
Ameet Kumar Vilaschandra Mehta |
Non-Executive, Independent Director |
Appointment |
30/09/2022 |
7. |
Bhavesh Kirti Mathuria |
Non-Executive, Independent Director |
Appointment |
29/11/2022 |
8. |
Roshan Suresh Oswal |
Non-Executive, Independent Director |
Appointment |
29/11/2022 |
9. 10. |
Shekhar M Manjrekar Khyati Mishra* |
Chief Financial Officer Company Secretary
& Compliance Officer |
Appointment Appointment |
29/11/2022 29/11/2022 |
*Ms. Khyati Mishra resigned from the position of Company Secretary
w.e.f. June 10, 2023.
12. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of sub-section (7) of Section 149 of the
Companies Act, 2013, the Company has received individual declarations from all the
Independent Directors confirming that they fulfil the criteria of Independence as
specified in Section 149(6) of the Companies Act, 2013.
The Independent Director have complied with the Code of Conduct for
Independent Directors prescribed in Schedule IV of the Act. In view of the available time
limit, those Independent Director who are required to undertake the online proficiency
self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, had committed to perform the test within time
limit stipulated under the act. The Company has received declarations from all Independent
Directors of the Company confirming that they continue to meet the criteria of
Independence as prescribed under Section 149 of the Companies Act 2013.
13. BOARD AND COMMITTEE MEETING:
Number of Board Meetings
The Board of Directors met 21 times during the financial year ended
March 31, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made
there under. The intervening gap between two Board Meeting was within the period
prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed
quorum was presented for all the Meetings and Directors of the Company actively
participated in the meetings and contributed valuable inputs on the matters brought before
the Board of Directors from time to time.
14. COMMITTEES OF THE BOARD:
The Company has three committees viz; Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee and Corporate Social
Responsibility Committee which has been established as a part of the better Corporate
Governance practices and is in compliance with the requirements of the relevant provisions
of applicable laws and statutes.
I. Audit Committee:
The Audit Committee of the Company is constituted under the provisions
of section 177 of the Companies Act, 2013.
Composition of the Committee:
Sr. No. |
Name |
Designation |
1. |
Bhavesh Kirti Mathuria |
Chairman |
2. |
Roshan Suresh Oswal |
Member |
3. |
Yogesh Jiwanlal Lakhani |
Member |
All the recommendation made by the Audit Committee in the financial
year 2022-23 was approved by the Board.
Further the Committee members met 2 times during the year for
conducting the Meeting.
II. Nomination & Remuneration Committee:
The Nomination & Remuneration Committee of the Company is
constituted under the provisions of section 177 of the Companies Act, 2013.
Composition of the Committee:
Sr. No. |
Name |
Designation |
1. |
Roshan Suresh Oswal |
Chairman |
2. |
Bhavesh Kirti Mathuria |
Member |
3. |
Ameet Kumar Vilaschandra Mehta |
Member |
Further the Committee members met 1 time during the year for conducting
the Meeting.
III. Stakeholder Relationship Committee
The Stakeholder Relationship Committee of the Company is constituted
under the provisions of section 177 of the Companies Act, 2013.
Composition of the Committee:
Sr. No. |
Name |
Designation |
1. |
Roshan Suresh Oswal |
Chairman |
2. |
Bhavesh Kirti Mathuria |
Member |
3. |
Jagruti Yogesh Lakhani |
Member |
Further the Committee members met 1 time during the year for conducting
the Meeting.
III. Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee of the Company is
constituted under the as per the provisions of the Companies Act, 2013.
Composition of the Committee:
Sr. No. |
Name |
Designation |
1.</td>
| Bhavesh Kirti Mathuria |
Chairman |
2. |
Jagruti Yogesh Lakhani |
Member |
3. |
Yogesh Jiwanlal Lakhani |
Member |
15. NOMINATION AND REMUNERATION POLICY:
The Company believes that building a diverse and inclusive culture is
integral to its success. A diverse Board, among others, will enhance the quality of
decisions by utilizing different skills, qualifications, professional experience a nd
knowledge of the Board members necessary for a chieving sustainable a nd balanced
development. In terms of SEBI Listing Regulations and Act, the Company has in place
Nomination & Remuneration Policy.
The said policy of the Company, inter alia, provides that the
Nomination and Remuneration Committee shall formulate the criteria for appointment of
Executive, Non-Executive and Independent Directors on the Board of Directors of the
Company and persons in the Senior Management of the Company, their remuneration including
determination of qualifications, positive attributes, independence of directors and other
matters as provided under sub-section (3) of Section 178 of the Act (including any
statutory modification(s) or re- enactment(s) thereof for the time being in force). The
Policy also lays down broad guidelines for evaluation of performance of Board as a whole,
Committees of the Board, individual directors including the chairperson and the
Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded
on the website of your Company www.brightoutdoor.com
16. CORPORATE GOVERNANCE REPORT:
Since the Company is listed on SME platform of BSE., the provisions of
Corporate Governance are not applicable on the Company.
17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Board members are provided with necessary documents/ brochures,
reports and internal policies to enable them to familiarize with the Company's
procedures a nd practices, the website link is www.brightoutdoor.com
18. ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act and the SEBI Listing
Regulations, a structured questionnaire was prepared for evaluating the performance of
Board, its Committees and Individual Director including Independent Directors. The
questionnaires were prepared after taking into consideration the various facets related to
working of Board, its Committee and roles and responsibilities of Director. The Board and
the Nomination and Remuneration Committee reviewed the performance of the Individual
Directors including Independent Directors on the basis of the criteria and framework
adopted by the Board. Further, the performance of Board as a whole and committees were
evaluated by the Board after seeking inputs from all the Directors on the basis of various
criteria. The Board of Directors expressed their satisfaction with the evaluation process.
In a separate meeting of Independent Directors, the performance of Non-Independent
Directors, performance of Board as a whole and performance of the Chairman was evaluated,
taking into account the views of the Executive Directors and Non-Executive Directors.
19. CORPORATE SOCIAL RESPONSIBILITY:
Provisions of Corporate Social Responsibility pursuant to the
provisions of the Section 135 of the Companies Act, 2013 is not applicable on our Company.
For the financial year 2023- 2024, the aforesaid provisions are applicable to the Company.
20. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:
The Company has established a vigil mechanism, through a Whistle Blower
Policy, where Directors and employees can voice their genuine concerns or grievances about
any unethical or unacceptable business practice. A whistle-blowing mechanism not only
helps the Company in detection of fraud, but is also used as a corporate governance tool
leading to prevention and deterrence of misconduct.
It provides direct excess to the employees of the Company to approach
the Compliance Officer or the Chairman of the Audit Committee, where necessary. The
Company ensures that genuine Whistle Blowers are accorded complete protection from any
kind of unfair treatment or victimization. The Whistle Blower Policy is disclosed on the
website of the Company at www.brightoutdoor.com
21. RISK MANAGEMENT:
The Board of the Company has evaluated a risk management to monitor the
risk management plan for the Company. The Audit Committee has additional oversight in the
area of financial risk and controls. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on continuing basis.
22. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:
The details of loans, guarantees or investments covered under Section
186 of the Companies Act, 2013 are given in the Note to the Financial Statements.
23. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS
No order, whether significant and/or material has been passed by any
regulators, courts, tribunals impacting the going concern status and Company's
operations in future.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION
188 OF THE ACT:
All related party transactions that were entered into during the Period
under review, were on arm's length basis and in the ordinary course of business. No
materially significant related party transactions which required the approval of members,
were entered into by the Company during the Period under review. Further, all related
party transactions entered by the Company are placed before the Audit Committee for its
approval.
The particulars of the contracts or arrangements entered by the Company
with related parties as referred to in Section 134(3)(h) read with section 188(1) of the
Act and rules framed thereunder, in the Form No. AOC-2 are annexed and marked as
Annexure-A.
25. AUDITORS:
STATUTORY AUDITORS
The Shareholders of the Company had appointed M/s. Vandana V. Dodhia
& Co., Chartered Accountants, D- 101, Om Fortune, 1st Floor, Behind Bank of Baroda,
Jambli Gali, Borivali West, Mumbai - 400092 as Statutory Auditors of the Company to fill
the casual vacancy caused by the resignation of M/s. SNH & Associates., Chartered
Accountants to hold office till the conclusion of Annual General Meeting to be held in the
calendar year 2023.
Accordingly, as per recommendation of Audit Committee, the Board of
Directors in their meeting held on 4th September, 2023 has appointed M/s Vandana V. Dodhia
& Co., Chartered Accountants (Firm Registration No. 117812W) as Statutory Auditor of
Company for the period of 5 years i.e., from F.Y. 2023-24 to 2027-28 subject to approval
of Shareholders in the Annual General Meeting of Company.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
has appointed M/s. Dilip Swarnkar & Associates, Practicing Company Secretary, as
Secretarial Auditors of the Company for the year under review. The Secretarial Audit
report received from the Secretarial Auditors is annexed to this report marked as Annexure
B and forms part of this report.
INTERNAL AUDITORS
During the year under review, Mr. Prakash Dilip Ghanekar had been
appointment as Internal Auditor of the Company for F.Y. 2022-23.
AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT
Statutory Auditor's Report: There are no qualifications, reservations
or adverse remarks made by Statutory Auditors in the Auditor's report. The Statutory
Auditors have not reported any incident of fraud to the Audit Committee of the Company
under subsection (12) of section 143 of the Companies Act, 2013, during the year under
review.
The notes on accounts referred to the Auditors' Report are
self-explanatory and therefore, do not call for any further explanation.
Secretarial Auditor's Report: There are no qualifications, reservations
or adverse remarks made by Secretarial Auditors in the Secretarial Auditor' report.
26. EXTRACTS OF ANNUAL RETURN
In accordance with Section 92(3) and Section 134(3)(a) of the Companies
Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual
Return as on 31st March 2023 is available on the Company's website
www.brightoutdoor.com
27. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
A detailed report on Management Discussion and Analysis (MDA) Report is
included in this Report as
Annexure - C.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS
AND OUTGO:
The provisions of Section 134(3)(m) of the Companies Act, 2013
regarding the conservation of energy, technology absorption, foreign exchange earnings and
outgo are not applicable to the Company considering the nature of activities undertaken by
the Company during the year under review.
29. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
READ WITH RULE
5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014:
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure D
which forms part of this Report.
30. HUMAN RESOURCES
The relations with the employees and associates continued to remain
cordial throughout the year. The Directors of your Company wish to place on record their
appreciation for the excellent team spirit and dedication displayed by the employees of
the Company.
31. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:
As per provision to regulation Rule 4(1) of the companies (Indian
Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th
February, 2015, Companies whose shares are listed on SME exchange as referred to in
Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are
exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.
32. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company is committed to provide a safe and conducive work
environment to its employees. There exist at the group level an Internal Complaint
Committee (ICC') constituted under The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual
harassment and employees are made aware about the consequences of such acts and about the
constitution of ICC. During the year under review, no complaints were filed with the
Committee under the provisions of the said Act in relation to the workplace/s of the
Company.
33. COMPLIANCE W ITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
MEETINGS:
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board meetings and Annual General Meetings.
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are adequate and
operating effectively.
34. MAINTENANCE OF COST RECORD:
The provisions relating to maintenance of cost records as specified by
the Central Government under sub section (1) of section 148 of the Companies Act, 2013,
were not applicable to the Company upto March 31, 2023 and accordingly such accounts and
records were not required to be maintained.
35. ADEQUACY OF INTERNAL FINANCIAL CONTROLS W ITH REFERENCE TO
FINANCIAL
STATEMENTS:
The Company has in place adequate Internal Financial Controls with
reference to financial statements. During the year under review, such controls were tested
and no reportable material weakness in the design or operation was observed.
36. GREEN INITIATIVES
In compliance with Regulation 36 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report
2022-23 is being sent only through electronic mode to those Members whose email addresses
are registered with the Company/ Depositories. Members may note that the Notice and Annual
Report 2 0 22-23 will a lso be available on the Company's website
www.brightoutdoor.com
37. INSOLVENCY AND BANKRUPTCY CODE 2016:
No application or proceeding was initiated in respect of the Company in
terms of Insolvency and Bankruptcy Code 2016.
38. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013 (the
Act'), with respect to Directors Responsibility Statement it is hereby confirmed:
a) The Financial Statements of the Company - comprising of the Balance
Sheet as at March 31, 2023 and the Statement of Profit & Loss for the year ended as on
that date, have been prepared on a going concern basis following applicable accounting
standards and that no material departures have been made from the same;
b) Accounting policies selected were applied consistently and the
judgments and estimates related to these financial statements have been made on a prudent
and reasonable basis, so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2023, and, of the profits and loss of the Company for the year
ended on that date;
c) Proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
to safeguard the assets of the Company and to prevent and detect fraud and other
irregularities;
d) Requisite Internal Financial Controls to be followed by the Company
were laid down and that such internal financial controls are adequate and operating
effectively; and
e) Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating effectively.
39. ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities for their continued
support extended to your Companies activities during the year under review. Your Directors
also acknowledges gratefully the shareholders for their support and confidence reposed on
your Company.
For and on behalf of the Board Bright Outdoor Media Limited
Sd/- |
Sd/- |
|
Yogesh Jiwanlal Lakhani |
Jagruti Yogesh Lakhani |
Chairman and Managing Director |
W |
hole Time Director |
DIN - 00845616 |
DIN - 08961213 |
|
Place: Mumbai Date: 06-09-2023