Dear Members,
Your Directors have pleasure in presenting the Twenty Second Annual
Report of the Company along with Company's Audited Financial Statements (Standalone and
Consolidated) for the Financial Year ended on March 31, 2022.
Financial Highlights , ,
(INR Lacs)
Particulars |
Consolidated FY 2021-22 |
Consolidated FY 2020-21 |
Standalone FY 2021-22 |
Standalone FY 2020-21 |
Total income (including other Income) |
501,736.35 |
287,661.68 |
36,455.01 |
38,692.26 |
Gross Profit before Interest, Depreciation
& Tax |
150,465.41 |
88,620.35 |
427.20 |
1,250.89 |
Less: Interest |
31.43 |
10.61 |
31.27 |
9.54 |
Depreciation |
24,623.70 |
22,609.24 |
18.87 |
23.15 |
Profit before Tax |
125,810.28 |
66,000.50 |
377.06 |
1,218.20 |
Less: Provision for Tax |
34,627.45 |
17,754.19 |
125.88 |
406.68 |
Less: Deferred Tax |
(37.22) |
(54.49) |
79.61 |
(10.80) |
Profit after Tax |
91,220.05 |
48,300.80 |
171.57 |
822.31 |
Add: Other comprehensive income |
12,264.41 |
(7,872.25) |
171.20 |
(160.07) |
Total comprehensive income for the period |
103,484.46 |
40,428.57 |
342.76 |
662.25 |
Balance Brought forward from the previous year |
267,178.48 |
219,326.33 |
7,050.70 |
6,479.56 |
Profit available for appropriations |
358,651.65 |
267,432.31 |
7,220.14 |
7,304.52 |
Less: Dividend |
520.82 |
253.83 |
520.82 |
253.83 |
Profit Carried to Balance Sheet |
358,130.83 |
267,178.48 |
6,699.33 |
7,050.70 |
State of Affairs / Company's performance
During the year under review, your Company achieved a consolidated
turnover of Rs.501736.35 lakhs as against Rs.287,661.68 lakhs in the previous year. Your
Company has earned a consolidated gross profit of Rs.150,465.41 lakhs before interest,
depreciation and tax as against Rs. 88,620.35 lakhs in the previous year. After deducting
financial charges of Rs.31.43 lakhs, depreciation of Rs.24,623.70 lakhs and provision for
tax of Rs.34,590.23 lakhs, the operations resulted in a net profit of Rs.91,220.05 lakhs
as against Rs.48,300.80 lakhs in the previous year.
Change In 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 Company which occurred between the end of the financial year to which the
financial statements relate and the date of this Report.
COVID-19
The Financial year 2021-22 being the second year of the COIVID-19
pandemic wherein the first three months of the said financial year was struck by the
Second wave of novel coronavirus, the leadership team at Brightcom and all employees have
done a commendable job in navigating through the crisis. Work from home was provided
wherever possible to maintain lean staff in the work area. Your Company is committed to
support the society at large to extend its helping hand in the fight against COVID-19
pandemic. Our pro-activeness in setting up a crisis management team, robust business
continuity processes, and infrastructure at Brightcom ensured uninterrupted services to
our customers while maintaining health and safety of all the employees. We have received
multiple customer accolades for the smooth and seamless business continuity. Our customers
were delighted with the way Brightcom teams managed the current pandemic situation to
ensure business continuity keeping health and safety of the employees as well as
customers. Considering well-being of employees, we launched various initiatives where
people can seek counsel to their stress, anxieties and fears.
Share Capital
During the period under review the listed entity has received
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
32,56,55,000 (Thirty- Two Crore Fifty-Six Lakh 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:
Sl. No. 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 |
Total Shares |
32,56,55,000 |
|
During the period under review the Board in its meeting held on June
28, 2021 has declared Bonus issue in the ratio of 1:4 and has allotted 20,83,26,625
(Twenty Crore Eighty-Three Lakh Twenty-Six Thousand Six Hundred and Twenty-Five) equity
shares.
During the period under review the Board, in its meeting held on
September 16, 2021 has proposed to issue & allot 14,01,50,000 equity shares to 29
non-promoters and 1,50,00,000 convertible warrants to Mr. Shankar Sharma
at Rs. 37.77/- (Rupees Thirty-Seven and Seventy-Seven Paise only) each
through Preferential Issue as per the provisions of Chapter V of SEBI (ICDR) Regulations,
2018 by Postal Ballot, which was approved by the Shareholders on October 20, 2021 through
requisite majority. However, the Company has received in-principle approvals from the
Exchanges for 14,00,50,000 equity shares to 28 nonpromoters and 1,50,00,000 convertible
warrants to Mr. Shankar Sharma and has allotted the same as mentioned below.
Sl. No. Date of Allotment |
No. of Shares |
Effective date of Listing |
1 January 23, 2022 |
80,50,000 |
April 01, 2022 |
2 January 25, 2022 |
13,20,00,000 |
April 01, 2022 |
Total Shares |
14,00,50,000 |
|
The Warrants & Share Allotment Committee has on 9th March 2022
allotted 1,50,00,000 Equity Shares by converting warrants into equity and the same were
listed on both the Exchanges with effect from April 19, 2022.
During the period under review the Board, in its meeting held on
December 09, 2021 has proposed to issue & allot 1,40,70,000 equity shares at Rs.
120.02 (Rupees One Hundred & Twenty and Two paise only) each to 4 non-promoters for
part consideration of other than cash i.e., against the takeover of Vuchi Media Private
Limited, through Preferential Issue as per the provisions of Chapter V of SEBI (ICDR)
Regulations, 2018 and the same were listed on both the Exchanges with effect from April
13, 2022.
During the period under review the Board in its meeting held on January
25, 2022 has declared Bonus issue in the ratio of 2:3 and has allotted 80,71,68,749
(Eighty Crore Seventy-One Lakh Sixty-Eight Thousand Seven Hundred and Forty-Nine only)
equity shares on March 22, 2022 and the same are listed on both the Exchanges with effect
from May 30, 2022.
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. 403,58,43,747 divided into 201,79,21,873 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 to payout a
significant amount of Rs. 60.54 crores as dividend, to reward its shareholders. This
represents a dividend payout ratio of around 7%, which compares extremely favorably with
global tech companies.
The said Dividend as recommended by the Board of Directors, will be
subject to the shareholders approval at the ensuing Annual General Meeting of the Company.
The Dividend shall be paid within 30 days after the conclusion of the Annual General
Meeting, subject to the approval of the shareholders of the Company.
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, 2022. There was no
material change in the nature of the
business carried on by the subsidiaries. During the year under review
the Company has allotted 1,40,70,000 equity shares at Rs. 120.02/- each to Vuchi Media
Private Limited against part consideration of acquisition, however, the Company has not
floated any new subsidiary Company during the year under review.
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 subsidiaries which are yet to commence operations: Not
Applicable
2. Names of subsidiaries which have been liquidated or sold during the
year: Not Applicable
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, 2022, 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 http:// brightcomgroup.com/investors/
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 31st March, 2022. 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 had 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 www.brightcomgroup.com.
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 Re- dressal) 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 Business Conduct & Ethics for Other Stakeholders
2. Code of Regulation & Prohibition of Insider Trading
3. Code of Conduct for Board & Senior Management
4. Criteria for making payment for non-executive Directors
5. Corporate Social Responsibility Policy
6. Document preservation policy
7. Familiarization program of Independent Director
8. Policy for evaluation performance of the Board
9. Policy for related party transaction
10. Policy for disclosure of material information
11. Policy for sexual harassment
12. Staff advances policy
13. Vigil Mechanism (Whistle blower policy)
14. 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. A certificate from the Practicing Company Secretary 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. S L N Raju 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 2021-22:
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 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.
* 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. Vijay Kancharla (DIN: 02744217), Executive Director is liable to
retire by rotation, at the ensuing Annual General Meeting and being eligible has offered
himself for reappointment.
The Board of Directors on the recommendation of Nomination and
Remuneration Committee in their meeting held on March 28, 2019, the Members of the Company
at the 20th Annual General Meeting held on Friday, September 27, 2019 have approved the
reappointment of Mr. M. Suresh Kumar Reddy as the Chairman & Managing Director and Mr.
Vijay Kancharla as Executive Director of the Company for a further period of Five (5)
Years commencing from 01.04.2019 to 31.03.2024 and remuneration payable to them.
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 23rd AGM.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with 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 Peshwa Acharya (DIN: 06558712) was redesignated from Non-Executive
Independent Director to NonExecutive and Non-Independent Director with effect from
September 21, 2021.
Mr Nilendu Narayan Chakraborty (DIN: 07505277) 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 December 09, 2021 for a period of five years and
the same was approved by the shareholders in 22nd Annual General Meeting of the Company
held on December 31, 2021.
Mr Allam Raghunath (DIN: 00060018) an Independent Director of the
Company has completed the second term of office on December 26, 2021 thereby completing
two terms as an Independent Director and consequently he also ceased to be a Director of
the Company with effect from close of business hours of December 26, 2021.
Board Meetings
The Company has a professional Board with an optimum combination of
executive, non-executive and independent directors (including two independent woman
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 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 on non-disqualification, 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 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 2021-22.
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 Board, receipt of regular inputs and information, functioning, performance
and structure of 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 C N & Associates (formerly known as Chandra Babu Naidu &
Co.,) (Firm Registration No.016016S), Chartered Accountants were appointed as Statutory
Auditors of the Company for a term of Five years from the conclusion of the 18th Annual
General Meeting till conclusion of 23rd Annual General Meeting, have conducted the
Statutory Audit for the FY-2021-22. The 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, 2022 form part of this Annual
Report and do not contain any qualification(s) or adverse observations. The Board has duly
examined the Statutory Auditors' Report to the financial statements, which is
selfexplanatory and required no further clarifications.
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.
The existing Statutory Auditors M/s. P C N & Associates (Firm
Registration No.016016S) of the Company will complete their term as they have been
appointed for a period of 5 year until the conclusion of 23rd AGM to be held in 2022 and
therefore, the Board of Directors of your Company, on the recommendation of the Audit
Committee, have recommended to the members for appointment of M/s. P. Murali & Co.,
Chartered Accountants, Hyderabad (Firm Registration No. 007257S) as Statutory Auditors of
the Company for a period of 5 consecutive years, subject to the approval of shareholders
in the ensuing 23rd Annual General Meeting of the Company to be held in 2022.
Adequacy of Internal Financial Control Systems & Risk Management
The company has in place adequate internal financial controls with
reference to its financial statements. These controls ensure the accuracy and completeness
of the accounting records and the preparation of reliable financial statements.
The details relating to 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 Ms. Sudhanya Sengupta, Practicing Company Secretary (Membership No. F7057 &
C P No. 7756) 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, she is not disqualified for being appointed as Secretarial Auditor
under the provisions of applicable laws and also that there are no pending proceedings
against her involving matters of professional misconduct.
The Secretarial Audit Report for the Financial Year ended March 31,
2022 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, 2022 does not contain any 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 2021-22 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 S L
N Raju, Chief Financial Officer 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 Managing
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
Company Secretary / Compliance Officer 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
There are no qualifications, reservations or adverse remarks made by
the Statutory Auditor, Secretarial Auditors in their reports.
Listing Fees
The Company affirms that the annual listing fees for the year 2022-23
has been paid to both National Stock Exchange of India Limited (NSE) and 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
2021-22 is appended as Annexure - III 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 2013-14 (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 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-IV 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. 9.59 Lakhs and the Company has spent Rs. 9.59 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. However, there are no significant and 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 certificate received from the
executives of the Company and subject to disclosures in the Annual Accounts, as also 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, 2022 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 so as 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,
2022.
iii. We have taken proper and sufficient care 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, 2022 has been
prepared on a going concern basis.
v. Proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
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 for the same in equal measure in the coming years.
|
For and on behalf of the Board of
Directors |
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Sd/- |
Place: Hyderabad |
M. Suresh Kumar Reddy |
Date: September 06, 2022 |
Chairman and Managing Director |
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DIN: 00140515 |