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Directors Report of Brightcom Group Ltd.
Mar 31, 2025
Your directors have pleasure in presenting the Twenty Fourth Annual Report of the
Company along with Companyâs Audited Financial Statements (Standalone and
Consolidated) for the Financial Year ended on March 31, 2025.
Financial Highlights
|
Particulars |
Consolidated |
Consolidated |
Standalone |
Standalone |
|
FY 2024-25 |
FY 2023-24 |
FY 2024-25 |
FY 2023-24 |
|
|
Total Revenue (including other |
514,665.70 |
466,225.28 |
41,867.83 |
47,015.46 |
|
Gross Profit before Interest, |
132,159.07 |
123,930.42 |
59.54 |
141.01 |
|
Less: Interest |
2.03 |
29.91 |
0.91 |
29.60 |
|
Depreciation |
30,687.52 |
28,467.99 |
7.63 |
11.23 |
|
Profit before Tax |
101,469.52 |
95,432.52 |
51.72 |
100.18 |
|
Less: Provision for Tax |
31,087.07 |
27,414.70 |
16.14 |
35.01 |
|
Less: Deferred Tax |
(621.36) |
(734.66) |
30.14 |
(49.54) |
|
Profit after Tax |
71,003.81 |
68,752.48 |
5.44 |
114.71 |
|
Add: Other comprehensive |
19,463.76 |
9,613.84 |
67.11 |
38.85 |
|
Total comprehensive income for |
90,467.57 |
78,366.32 |
72.55 |
153.56 |
|
Balance Brought forward from |
557,888.05 |
488,804.47 |
1,713.35 |
1,586.60 |
|
Profit available for appropriations |
629,267.49 |
557,888.05 |
1,720.53 |
1,713.35 |
|
Less: Dividend |
0 |
0 |
0 |
0 |
|
Profit Carried to Balance Sheet |
629,267.49 |
557,888.05 |
1,720.53 |
1,713.35 |
State of Affairs / Companyâs performance
During the year under review, your Company achieved a consolidated turnover of
Rs.514,665.70 lakhs as against Rs. 466,225.28 lakhs in the previous year. Your Company
has earned a consolidated gross profit of Rs.132,159.07 lakhs before interest, depreciation
and tax as against Rs. 123,930.42 lakhs in the previous year. After deducting financial
charges of Rs.2.03 lakhs, depreciation of Rs.30,687.52 lakhs and provision for tax of
Rs.30,465.71 lakhs, the operations resulted in a net profit of Rs.71,003.81 lakhs as against
Rs. 68,752.48 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.
Share Capital
The Company with a view to reconcile the difference between Issued Shares and Listed
Shares have proposed to cancel 6,00,000 shares. The Shareholders have approved the
reduction in share capital to the tune of 6,00,000 shares in the Extraordinary General
Meeting held on April 30, 2025. The process for cancellation of shares is ongoing.
Listing fees has been paid for the year 2024-25 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, 2025. 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 âPart-A:
Subsidiariesâ 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: NIL
2. Names of 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 âPart-B: Associates and Joint Venturesâ 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, 2025, which forms part of the Annual Report.
Nomination and Remuneration Policy
The Companyâs 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.
Managementâs 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, 2025. 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 armâs 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 armâs 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 Companyâs 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. 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 (âBCG Codeâ) 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.
Ms. Shwetha Singh 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 2023-25:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholdersâ 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. 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 26th 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 (âAct) 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.
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, Nineteen (19) 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 Directorâs
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 2024-25.
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 (âListing Regulationsâ), 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 Companyâs website at www.brightcomgroup.com.
Policy on Directorsâ Appointment, Remuneration and other details
The Companyâs policy on directorsâ 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 Companyâs website
www.brightcomgroup.com.
Statutory auditors
M/s. PR Chandra & Co., Chartered Accountants, Hyderabad (Firm Registration
No. 018985S) was appointed as Statutory Auditors of the Company for a period
of one year, subject to the approval of shareholders in the ensuing 26th Annual
General Meeting of the Company to be held on September 28, 2025.
Independent Auditorsâ 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, 2025, form part of this Annual Report and contain some
qualification(s) or adverse observations. The Board has duly examined the Statutory
Auditorsâ Report to the consolidated and standalone financial statements, the clarifications
are 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.
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 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, 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 him involving matters of professional
misconduct.
The Secretarial Audit Report for the Financial Year ended March 31, 2025, in Form MR-3 is
annexed to the Boardâs Report - Annexure-1 and forms part of this Report. The Secretarial
Auditorsâ Report to the Members of the Company for the Financial Year ended March 31,
2025, 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 2024-25 can be accessed through the web
link on the Companyâs 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 Ms.
Shwetha Singh, Company Secretary of the Company, as Compliance Officer for setting
forth the procedures and implementation of the Code for trading in Companyâs
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 Boardâs 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 Companyâs Registrars and Transfer Agents, Aarthi
Consultants Private Limited for assistance in this regard.
Boardâs Response on Auditors Qualification, Reservation or Adverse Remark
or Disclaimer Made
In response to the qualifications by the Statutory Auditors in Audit report, the Companyâs
responses are given below:
|
Sl. No |
Auditors Qualification |
Directors Reply. |
|
4.a. |
As referred in Point No. 72, |
YMA used to own the asset, |
|
of impairment. But the |
acquisition and hence |
|
|
4.b. |
As referred in Point No. 177[e] |
The Company presented the |
|
4.c. |
The opening balances of |
The closing balances of |
|
4.d. |
âThe companyâ has still not |
1,40,70,000 Equity shares |
|
4.e. |
The promotors shareholding |
The proceedings are ongoing. |
|
5. |
Inthe process of acquiring |
1,40,70,000 Equity shares |
|
Limited BCG has paid |
being annulled, the legal |
|
|
6. |
SEBI has issued a show-cause |
The proceedings are ongoing. |
|
interim orders, due to lis- |
Listing Fees
The Company affirms that the annual listing fees for the year 2024-25 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 Companyâs 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 (âBRRâ) 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 2024-25 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 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 (âCSRâ) 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 Companyâs
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. 6.56 Lakhs and the Company has
spent Rs. 13.12 Lakhs on CSR activities in the areas of Education and Environmental
Protection.
Significant and Material Orders
SEBI has issued a show-cause notice and interim order dated 13-04-2023 in relation
to Impairment of Assets carried on by the company. The company has preferred an
appeal against this order and filed an appeal No.941 of 2023 with Securities Appellate
Tribunal. Subsequently this appeal was withdrawn after SEBI issued a final order on
February 6, 2025. The company, against this Final Order has challenged this order
and filed a writ petition WP 8716 of 2025 with the Honâble High Court of Telangana.
The Honâble High Court of Telangana has granted interim relief on the penalty portion
and remaining parts are yet to be reviewed and court has observed âprima facie
there is no evidence to substantiate the quantum of penalty to be levied on the
petitioner and the matter requires examination and the order dated 06-02-2025, to extent
of penalty as per Paragraph No.190 is not sustainableâ. The proceedings are ongoing.
SEBI has issued another interim order dated 22-08-2023 regarding Preferential Allotment
of Shares and confirmatory order dated 28-02-2024 in the matter of Preferential Allotment
of Shares. The company preferred appeal against this order and filed an appeal 942 of 2023
before Securities Appellate Tribunal. This appeal has been withdrawn subsequent to the
issuance of Confirmatory Order on 28-02-2024 and appeal No. 474 of 2024 has been filed
before the Hon''ble Securities Appellate Tribunal and the proceedings are ongoing.
Directorsâ 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, 2025, 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, 2025.
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, 2025, 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,
Companyâs Bankers, Associates, partners, clients, vendors, and Members of the Company
and look forward for the same in equal measure in the coming years.
By order of the Board
For Brightcom Group Limited
Date: 09-01-2025
Place: Hyderabad Sd/-
M. Suresh Kumar Reddy
Chairman & Managing Director
DIN # 00140515
Mar 31, 2024
Your directors have pleasure in presenting the Twenty Fourth Annual Report of the Company along with
Company''s Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended on
March 31, 2024.
Financial Highlights
(Amount in INR Lakhs)
|
Particulars |
Consolidated |
Consolidated |
Standalone |
Standalone |
|
FY 2023-24 |
FY 2022-23 |
FY 2023-24 |
FY 2022-23 |
|
|
Total Revenue (including other |
466,225.28 |
739,030.54 |
47,015.46 |
43,744.29 |
|
Gross Profit before Interest, |
123,930.42 |
216,607.82 |
141.01 |
609.27 |
|
Less: Interest |
29.91 |
40.98 |
29.60 |
40.47 |
|
Depreciation |
28,467.99 |
26,554.87 |
11.23 |
6.78 |
|
Profit before Tax |
95,432.52 |
190,011.97 |
100.18 |
1,420.00 |
|
Less: Provision for Tax |
27,414.70 |
53,055.25 |
35.01 |
496.20 |
|
Less: Deferred Tax |
(734.66) |
(142.64) |
(49.54) |
(10.10) |
|
Profit after Tax |
68,752.48 |
137,099.35 |
114.71 |
933.90 |
|
Add: Other comprehensive |
9,613.84 |
39,550.58 |
38.85 |
537.07 |
|
Total comprehensive income for |
78,366.32 |
176,649.95 |
153.56 |
1,470.97 |
|
Balance Brought forward from |
488,804.47 |
358,130.82 |
1,586.60 |
6,699.33 |
|
Profit available for |
557,888.05 |
494,858.24 |
1,713.35 |
7,640.36 |
|
Less: Dividend |
0 |
6,053.77 |
0 |
6,053.77 |
|
Profit Carried to Balance Sheet |
557,888.05 |
488,804.47 |
1,713.35 |
1,586.60 |
State of Affairs / Company''s performance
During the year under review, your Company achieved a consolidated turnover of Rs.466,225.28 lakhs as
against Rs.739,030.54 lakhs in the previous year. Your Company has earned a consolidated gross profit of
Rs.123,930.42 lakhs before interest, depreciation and tax as against Rs.216,607.82 lakhs in the previous year.
After deducting financial charges of Rs.29.91 lakhs, depreciation of Rs.28,467.99 lakhs and provision for tax of
Rs.26,680.04 lakhs, the operations resulted in a net profit of Rs.68,752.48 lakhs as against Rs.137,099.35 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.
Share Capital
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.
Listing fees has been paid for the year 2023-24 to both the Exchanges.
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, 2024.
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 subsidiaries which are yet to commence
operations: NIL
2. Names of 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, 2024, 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/policie
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,
2024. 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
https://www.brightcomgroup.com/investors/policie
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. 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. 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 2023-24:
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.
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 25th 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. 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 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
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. Ram Sharma (DIN # 06747944) 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
June 28, 2024 for a period of five years and approved
by the shareholders in 24th Annual General Meeting of
the Company held on November 21, 2024. He resigned
as director of the company on November 23, 2024.
Dr. Chandrika Setu Sharma (DIN # 10753180) 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 August 1, 2024 for a period of five
years and approved by the shareholders in 24th
Annual General Meeting of the Company held on
November 21, 2024 She resigned as director of the
company on November 23, 2024.
Mr. Satyanarayana Yadavally (DIN # 07583181) 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 August 1, 2024 for a
period of five years and approved by the
shareholders in 24th Annual General Meeting of the
Company held on November 21, 2024. He resigned
as director of the company on December 23, 2024.
Mr. Paladugu Venkata Subbarao (DIN # 10844145)
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 November 30, 2024
for a period of five years subject to approval by the
shareholders in 25th Annual General Meeting of the
Company held on February 7, 2025.
Ms. Deepika Daliya (DIN # 10844736) 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 November 30, 2024 for a period of
five years subject to approval by the shareholders
in 25th Annual General Meeting of the Company
held on February 7, 2025.
Mr. Ali Akber Bakir Bhoy Mamuwala (DIN # 07428015)
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 January 10, 2025
for a period of five years subject to approval by the
shareholders in 25th Annual General Meeting of the
Company held on February 7, 2025.
Board Meetings
The Company has a professional Board with an
optimum combination of executive, non-executive
and independent directors (including one
independent woman director) 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, Fourteen (14) 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 2023-24.
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. 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,
2024, 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 are 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),
Hyderabad resigned from the position of Statutory
Auditors of the Company and the same informed to
the members on August 12, 2023 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. PR Chandra & Co., Chartered Accountants,
Hyderabad (Firm Registration No. 018985S) as
Statutory Auditors of the Company for the financial
year 2023-24, subject to the approval of
shareholders in the ensuing 25th Annual General
Meeting of the Company to be held on February 7,
2025.
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 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, 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, 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, 2024, in Form MR-3 is annexed to the
Board''s Report - Annexure-1 and forms part of this
Report. The Secretarial Auditors'' Report to the
Members of the Company for the Financial Year
ended March 31, 2024, 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 2023-24 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. Raghunath Allamsetty, 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 Auditor''s 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:
|
Sl. No |
Auditors Qualification |
Directors Reply. |
|
1.a. |
As referred in Point No. 72, the company''s investment in |
YMA used to own the asset, LYCOS Inc. That is |
|
1.b. |
As referred in Point No. 177[d], "the company" has to |
The Company appointed independent Directors |
|
1.c. |
As referred in Point No. 177[e] "the company" has to |
The Company presented the Financial |
|
1.d. |
The opening balances of Investments, receivables and |
The closing balances of Investments, receivables |
|
1.e. |
SEBI vide its letter dated 13th April 2023, has issued interim |
The Company filed its clarification and reply to |
|
1.f. |
The Standalone Financial Statements of the company for |
The Company filed its clarification and reply to the |
|
2 |
"The company" has not made any provision for |
1,40,00,000 Equity shares allotted to Vuchi Media |
Listing Fees
The Company affirms that the annual listing fees for the year 2023-24 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 2023¬
24 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 2015-16 (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-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. 6.56 Lakhs and the Company has spent Rs. 13.12 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, initiating
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 proceedings are
ongoing. 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, 2024, 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, 2024.
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, 2024, 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 for the same in equal measure
in the coming years.
By order of the Board
For Brightcom Group Limited
Date: 10-01-2025
Place: Hyderabad
Sd/-
Raghunath Allamsetty
Executive Director
DIN # 00060018
Mar 31, 2022
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.
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.
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.
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.
Your Company has not proposed to transfer any amount to the general reserve.
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.
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
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.
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.
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 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.
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.
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.
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.
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.
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
Sd/-
Place: Hyderabad M. Suresh Kumar Reddy
Date: September 06, 2022 Chairman and Managing Director
DIN: 00140515
Mar 31, 2016
Dear Members,
We are pleased to present the 17th Annual Report of your Company on business and operations along with the Audited Financial Statements and the Auditorâs Report for the Financial Year ended March 31, 2016.
|
1. Financial Highlights Rs. in Lakhs |
|||||||
|
Particulars |
|
Consolidated FY 2015-16 |
|
Consolidated FY 2014-15 |
|
Standalone FY 2015-16 |
Standalone FY 2014 -15 |
|
Total Revenue |
|
226078.56 |
|
197117.32 |
|
46433.61 |
50282.72 |
|
Gross Profit before Interest, Depreciation & Tax |
|
67966.93 |
|
58588.99 |
|
1841.04 |
2994.66 |
|
|
|
|
|
|
|
|
|
|
Less: Interest |
|
1589.69 |
|
2252.30 |
|
1588.72 |
1929.78 |
|
Depreciation |
|
6364.72 |
|
4137.70 |
|
217.84 |
1052.58 |
|
Profit before T ax |
|
60012.52 |
|
52198.99 |
|
34.48 |
12.30 |
|
Less: Provision for Tax |
|
19518.80 |
|
18038.60 |
|
11.19 |
3.99 |
|
Less: Deferred Tax Liability |
|
(11.02) |
|
(61.38) |
|
(11.02) |
(166.13) |
|
Profit after T ax |
|
40504.74 |
|
34221.77 |
|
34.31 |
174.44 |
|
Balance Brought forward from the previous year |
|
91675.27 |
|
59512.92 |
|
12872.47 |
13034.53 |
|
Profit available for appropriations |
|
132180.01 |
|
93734.69 |
|
12906.79 |
13208.98 |
|
Less: Amount transferred to retained earnings as per Schedule II of Companies Act 2013 |
|
- |
|
2054.18 |
|
- |
331.27 |
|
Less: Transferred to General Reserve |
|
1.03 |
|
5.23 |
|
1.03 |
5.23 |
|
Profit Carried to Balance Sheet |
|
131605.78 |
|
91675.27 |
|
12332.55 |
12872.47 |
Performance Review
During the year under review, your Company achieved a consolidated turnover of Rs. 226078.56 lakhs as against Rs. 197117.32 lakhs in the previous fiscal. Your Company has earned a consolidated gross profit of Rs. 67966.93 lakhs before interest, tax and depreciation as against Rs. 58588.99 lakhs in the previous year. After deducting financial charges of Rs. 1589.69 lakhs, providing for depreciation of Rs. 6364.72 lakhs and provision for tax of Rs. 19518.80 lakhs, the operations resulted in a net profit of Rs. 40504.74 lakhs as against Rs. 34221.77 lakhs in the previous year.
The digital segment revenues grew by 21.8% and overall revenue growth is 15.3% compared to last year.
There is no change in the nature of business carried on by the Company during the year under review.
Further information on the Business Overview and Outlook and the state of the affairs of the Company and the Industry in which it operates, is discussed in detail in the Management Discussion & Analysis segment annexed to this report.
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.
Dividend:
Your Directors have recommended a dividend of Rs.0.10 (i.e. 5%) per equity share of Rs.2 each for the financial year ended March 31, 2016, amounting to Rs.5,73,20,678/- (inclusive of tax of Rs.96,95,528). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.
Transfer to General Reserve
The Company proposes to transfer an amount of Rs.1,02,945/- lakhs to the General Reserve out of the amount available for appropriations.
Deposits:
The Company has not accepted any fixed deposits from public.
Loans, Guarantees or Investments
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements.
Subsidiary Companies
The Company has formulated a policy for determining âmaterialâ subsidiaries pursuant to the provisions of the Listing Agreement. The said policy is available at the Company website www.lycos.com.
Pursuant to Provision to Section 129 (3) of the Act, a statement containing the brief details of performance and financials of the Subsidiary Companies for the financial year ended March 31, 2016 is attached to Financial Statements of the Company.
During the year under review, the Company and Apollo International Limited formed a Joint Venture Company âApollo Lycos Netcommerce Limitedâ.
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 Accounting Standards on consolidated financial statements, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31, 2016, which forms part of the Annual Report.
Managementâs discussion and analysis
Managementâs discussion and analysis forms part of this annual report and is annexed to the Boardâs report.
Corporate Governance
Pursuant to the provisions of 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 Report.
Directors and key Managerial Personnel
In pursuance of Section 152 of the Companies Act, 2013 and the rules framed there under, Mr. Vijay Kancharla, Executive Director is liable to retire by rotation, at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.
At the 16th Annual General Meeting of the Company held on 28th September, 2015 the Company has appointed Mr. Michael Loren Mauldin and Mr. Subrato Saha as Independent Directors under the Companies Act, 2013 for 5 years term which ends at conclusion of the 21st Annual General Meeting.
A declaration of Independence in compliance with Section 149(6) of the Companies Act, 2013, has been taken on record from all the independent directors of the Company.
During the year under review Mr. Raghunath Allamsetty and Mr.Vijaya Bhasker Reddy Maddi, ceased to be the Directors of the Company on completion of their tenure on September 29, 2015. The Board of Directors records its sincere appreciation and recognition of the valuable contribution and services rendered by both during their association with the Company.
Mr. Y. Ramesh Reddy resigned as Independent Director w.e.f. 09th May, 2016. Mrs. S. V. Rajyalaxmi Reddy has resigned as Director of the Company w.e.f. 18th May, 2016.
The Board of Directors appointed Mr. Y. Ramesh Reddy as an Additional Director and Executive Director (Finance) & Group CFO w.e.f. 09th May, 2016 and Dr. K. Jayalakshmi Kumari as an Independent Director of the Company w.e.f.17th May, 2016.
The resolutions seeking approval of the Members for the appointment of Mr. Y. Ramesh Reddy as Executive Director (Finance) & Group CFO and Dr. K. Jayalakshmi Kumari as Independent Director for a term of five years have been incorporated in the notice of the annual general meeting of the Company.
The Company has received notices under Section 160 of the Act along with the requisite deposit proposing the appointment of Mr. Y. Ramesh Reddy as Director and Dr. K. Jayalakshmi Kumari as Independent Director.
During financial year under review, Mrs. K Anusha has resigned from the position of Company Secretary w.e.fllSlBJBraSffl| URl| K0UU5 and Mrs. V. Sri Lakshmi was appointed as Company Secretary w.e.f. September 09, 2015.
The Policy on appointment and remuneration for Directors, Key Managerial Personnel and other employees as specified under Section 178(3) of the Act has been disclosed in Corporate Governance Report.
Board Evaluation
As required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an evaluation of all the directors, the Board as a whole and its committees was conducted based on the criteria and framework adopted by the Board.
The details of the said evaluation have been enumerated in the Corporate Governance Report, which is annexed to the Boardsâ Report.
Nomination and Remuneration Policy
The Company has adopted the Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The Nomination and Remuneration Committee has considered the following factors while formulating the Policy:
(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;
(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the Corporate Governance Report.
Board and Committee Meetings
The Board during the financial year 2015-16 met five times. Detailed information regarding the meetings of the Board are included in the report on Corporate Governance, which forms part of the Boardâs Report.
The details of Boards Committees - the Audit Committee, the Nomination and Remuneration Committee, Stakeholders Relationship Committee and the Corporate Social Responsibility Committee have been disclosed separately in the Corporate Governance Report which is annexed to and forms part of this annual report.
The Audit Committee comprises Mr. Y. Ramesh Reddy, Mr. Subrato Saha, and Mr. Vijay Kancharla as Members. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.
Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI (LODR) Regulations, 2015.
Related Party Transactions
All transactions entered into with Related Parties as defined under Companies Act, 2013 during the year were in the ordinary course of business and on an armâs length basis. There were no materially significant related party transactions entered by the Company during year under review.
The Company has formulated a policy on âmateriality of related party transactionsâ and the process of dealing with such transaction, which are in line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The same is also available on the website of the Company www.lycos.com. Prior omnibus approval 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.
Since all the related party transactions were in ordinary course of business and were on Armâs length basis, disclosure in form AOC-2 as required under Section 134(3) (h) of the Act is not applicable.
Details of the transactions with Related Parties are provided in the accompanying financial statements.
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 Companyâs 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.
Auditors Statutory Auditors
The Companyâs Statutory auditors M/s. P. Murali & Co., (Registration Number 007257S) Chartered Accountants, Hyderabad, who retire at the ensuing Annual General Meeting, may continue as statutory auditors for the financial year ending March 31, 2017. M/s. P. Murali & Co., have confirmed their eligibility and willingness to accept office, if re-appointed.
Based on the recommendation of Audit Committee, the Board has approved the proposal for placing the matter of re-appointment of M/s. P. Murali & Co., as statutory auditors for the financial year ending March 31, 2017 at the 17th Annual General Meeting. A resolution to that effect forms part of notice of the 17th Annual General Meeting sent along with this Annual Report.
Secretarial Auditors
Mr. A. Sridhar was appointed to conduct the secretarial audit of the Company for FY 2015-16, as required under section 204 of the Companies Act, 2013 and rules there under. The Secretarial Audit Report for FY 2015-16 forms the part of the annual report as Annexure -A to the Boardâs report.
The Auditorsâ Report and the Secretarial Audit Report for the financial year ended 31st March, 2016 do not contain any qualification, reservation, adverse remark or disclaimer.
Significant and material orders
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in the future.
Extract of Annual Return
An extract of the Annual Return in Form MGT-9 in compliance with Section 92 of the Companies Act 2013 read with applicable Rules made there under is annexed to this Report as Annexure B.
Internal Financial Controls and Risk Management
The details relating to internal financial controls and their adequacy and Risk Management are included in the Management Discussion and Analysis Report.
Vigil Mechanism/ Whistle Blower Policy
The Company had implemented a vigil mechanism, whereby employees, directors and other stakeholders can report matters such as unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct or ethics policy. 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 has been denied access to the Audit Committee. The Vigil Mechanism Policy is available on the Companyâs website www.lycos.com.
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(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration to Key Managerial Personnel) Rules, 2014 is not applicable.
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
There was no employee employed throughout the year, who was in receipt of remuneration, in aggregate, more than One Crore Two Lakh Rupees. There was no employee employed throughout the year or any part thereof, who was in receipt of remuneration, at a rate, in aggregate, more than Eight Lakh Fifty thousand Rupees per month.
Corporate Social Responsibility
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the company on CSR activities during the year as required to be disclosed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure C to this Report.
Sexual Harassment
During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.
Directorsâ Responsibility Statement:
In compliance with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirm the following:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The directors had selected 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 that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The directors have laid down internal financial controls based on internal controls framework established by the Company, which in all material respects were adequate and operating effectively.
(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Acknowledgment:
The Board greatly appreciates the commitment and dedication of its employees across all levels who have contributed to the growth and sustained success of the Company. We would like to thank all our clients, partners, vendors, investors, bankers and other business associates for their continued support and encouragement during the year look forward to the same in the future.
For and on behalf of the Board of Directors
Place: Hyderabad (M. Suresh Kumar Reddy)
Date: 21-11-2016 Chairman and Managing Director
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 15th Annual Report of the
Company for the Financial year 2013-14.
1. Financial Highlights
(Rs in Lakhs)
Particulars Consolidated Standalone
FY 2013-14 FY 2012-13 FY 2013-14 FY 2012-13
Total Revenue 167487.28 161538.85 61006.68 60213.67
Gross Profit
before Interest,
Depreciation & Tax 36864.98 12100.26 9038.85 4623.77
Less: Interest 2694.40 3516.77 2375.45 2319.25
Depreciation 6883.36 2603.08 5287.98 1247.26
Profit Before Tax 27287.22 5980.41 1375.41 1057.25
Less: Provision
for Tax 5113.26 1059.97 468.07 221.13
Deferred Tax
Liability 77.69 383.83 (8.32) 383.83
Add: MAT Credit
Entitlement NIL 562.88 NIL 562.88
Profit After Tax 22096.28 5099.49 915.65 1015.18
Balance Brought
forward from the
previous year 37444.10 32375.06 12146.35 11161.63
Profit available
for appropriations 59540.38 37474.55 13062.00 12176.81
Transferred to
General Reserve 27.47 30.46 27.47 30.46
Profit Carried to
Balance Sheet 59512.91 37444.10 130 34.53 12146.35
2. DIVIDEND
In order to strengthen the financial viability and in view of the
future plans of the company, your directors have expressed their
inability to recommend any dividend for the financial year 2013-14.
3. TRANSFER TO GENERAL RESERVE
The Company proposes to transfer an amount of Rs 27.47 lakhs to the
General Reserve out of the amount available for appropriations.
4. PERFORMANCE REVIEW
On Consolidation basis, your company has achieved a total revenues of
Rs. 1674.87 Crores for financial year 2013-14 as against Rs 1615.39
Crores in previous financial year, an increase of around 4% year on
year basis. After considering write off current year and last year, the
profit for the year was Rs. 221 crores as against Rs. 51 crores in
previous year. The revenues from digital division for the year was
Rs.1216 crores, an increase of 41% year-on-year basis.
5. BUSINESS REVIEW
The Management Discussion and Analysis Section of the Annual Report
presents a detailed business review of the company.
6. SUBSIDIARY COMPANIES.
The Company has 18 subsidiaries as on date and the details of
investments made by the company in the subsidiaries during the
financial year 2013-14 and the value of investments as on March 31,
2014 have been furnished vide Note 12 to Notes to Accounts.
In accordance with the Ministry of Corporate Affairs General circular
dated February 8, 2011, the Balance sheet and the Statement of Profit
and loss and other documents of the Sub- sidiary companies are not
being attached to the Balance sheet of the Company. A Statement
containing the brief details of financials of the Subsidiary Companies
for the financial year ended March 31, 2014 is attached to this Annual
Report.
The Annual accounts of the Subsidiary companies shall be made available
to the members who seek such information and are also made available
for inspection by the members of the company at the Registered office
of the Company on any working day during business hours.
7. CONSOLIDATED FINANCIAL STATEMENTS
In terms of Clause 32 of the Listing Agreement with the Stock
Exchanges, Consolidated Financial Statements of the Company prepared in
accordance with Accounting Standards issued by Institute of Chartered
Accountants of India, are attached and forms part of the Annual Report.
8. FIXED DEPOSITS
During year under review, your company has neither invited nor accepted
any Fixed Deposits from the public.
9. CORPORATE GOVERNANCE
As stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, the Report on the Corporate Governance is annexed to this
report and forms part of the Annual Report.
The requisite certificate from the Auditors of the Company confirming
the compliance of the conditions stipulated under Clause 49 of the
Listing Agreement is attached to the Report on Corporate Governance.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As stipulated under clause 49 of the Listing Agreement with the Stock
Exchanges, the Report on Management Discussion and Analysis is annexed
to this report and forms part of the Annual Report.
11. POLICY ON CODE OF CONDUCT
The Company has laid down a "Code of Conduct & Ethics" for all Board
members and Senior Management Personnel. Pursuant to Clause
49(I)(D)(ii) of the Listing Agreement, the Declaration by the Chairman
and Managing Director affirming the compliance with the Code of Conduct
& Eth- ics is attached to the Report on Corporate Governance.
12. DIRECTORS
Pursuant to provisions of Section 152 of the Companies Act, 2013,
Mr.Vijay Kancharla, Director retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
In terms of Clause 49 of the Listing Agreement with the Stock
Exchanges, the Company had designated Mr.M.Vijaya Bhasker Reddy,
Mr.Y.Ramesh Reddy and Mr. A Raghunath as Independent Directors of the
company. As per the provisions of the Section 149 of the Companies
Act, 2013 (Act) which came into force from April 1, 2014, every listed
company is required to have one-third of the total number of Directors
as Independent directors. The above named directors, who are designated
as Independent Directors pursuant to Listing Agreement, are now being
appointed as Independent Directors to hold the office for tenure as
specified in the notice to the AGM, un- der the provisions of Section
149 of the Companies Act, 2013. The Board of Directors recommends the
appointment of above named directors as Independent Directors.
13. AUDITORS
M/s.P.Murali & Co., Statutory Auditors of the company holds the office
until the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment.
The Company has received a letter from the Statutory Auditors that
their appointment, if made, would be within the limits prescribed under
the provisions of the Companies Act, 2013 and that they are not
disqualified for re-appointment. The Board of Directors recommends the
reappointment of M/s.P.Murali & Co., as Statutory Auditors of the
Company.
14. PARTICULARS OF EMPLOYEES
In terms of provisions of Section 217(2A) of the Compa-nies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, as
amended, the names and other particulars of the employees are required
to be set out in the Annexure to the Directors'' Report. However, as per
the pro- visions of Section 219(1)(b)(iv) of the said Act, the Annual
Report, excluding the aforesaid information, is being sent to all the
members of the Company and others entitled thereto. Members who are
desirous of obtaining such particulars are requested to write to the
Company Secretary of the Company.
15. DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY,
RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:
The particulars, as prescribed under Section 217(1)(e) of the Companies
Act, 1956, read with Companies (Disclosure of particulars in the
Report of Board of Directors) Rules, 1988, are as following:
(i) Details of Conservation of Energy
The operations of your company do not consume high levels of energy.
The Company uses electric energy for its equip- ment 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 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 are not applicable to
the Company and hence not provided.
(ii) Research & Development and 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.
(a) R & D Initiative:
The Company believes that technological obsolescence is a practical
reality. It invests and encourages continuous innovation. Its R & D is
always focused to provide unique benefits to our customers and other
stakeholders by working both proactively (self-driven research) and
reactively (customer-driven research). Our technical team also works to
optimize the existing software applications and to be able to optimally
use the existing hardware on a continuous basis.
(b) Specific areas for R&D at the company & the benefits derived there
from:
The Company is continuously working on its all business areas
specifically digital marketing division for bringing about significant
improvements in its services offered at competitive. The R& D
activities taken up by the company helps it to remain competitive.
(c) Future plan of action:
The Company is constantly keep working on finding/evaluating new
technologies, processes, frameworks and methodologies to enable us in
improving the quality of our offering and better ways to service at
competitive at all levels.
(d) Expenditure on R & D for the year ended March 31, 2014:
Our R & D activities are not capital intensive and we do not
specifically provide for the same in our books.
(iii) Foreign Exchange Earnings and outgo The particulars of earnings
and expenditure in foreign exchange during the year are given vide note
no 31 & 30 in notes to Standalone financial statements.
16. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Board of Directors hereby state that:
(a) in preparation of annual accounts containing financial Statements
for the financial year ended March 31, 2014 the applicable accounting
standards have been followed.
(b) the accounting policies are consistently followed and your
Directors have applied them to give a true and fair view of the state
of affairs of the Company and the profit/loss for that period.
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safe- guarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(d) Annual accounts have been prepared on a going concern basis.
17. ACKNOWLEDGEMENTS AND APPRECIATIONS
We thank our Customers, Vendors, governmental authorities, Banks,
Financial Institutions and esteemed Shareholders for their continued
support. We place on record our appreciations of the contribution made
by the employees at all levels.
For and on behalf of the Board of Directors
YBRANT DIGITAL LIMITED
SD/-
M. Suresh Kumar Reddy
Chairman & Managing Director
Place: Hyderabad
Date: July 26, 2014
Mar 31, 2013
To The Members
The Directors have great pleasure in presenting the Fourteenth Annual
Report on the business and operations of the Company for the financial
year ended March 31, 2013.
Rs. in Lakhs
For the financial year ended 31st March,
Financial Results Consolidated Standalone
2013 2012 2013 2012
Total Income 161538.85 129751.10 60213.67 51315.46
Gross Profit
before Interest, 12100.26* 27208.05 4623.77* 8967.57
Depreciation & Tax
Less: Interest 3516.77 2765.63 2319.25 2295.34
Depreciation 2603.08 1675.91 1247.26 687.89
Provision for Tax 1059.97 3274.24 221.13 994.91
Profit after Tax 4920.44 19492.27 836.13 4989.43
Less: Provision
for Deferred Tax 383.83 312.12 383.83 212.41
Liability
Add: MAT Credit
Entitlement 562.88 0 562.88 0
Net Profit for the year 5099.49 19180.15 1015.18 4777.02
Balance Brought
forward from the 32375.06 14445.24 11161.63 7634.94
previous year
Profit available
for appropriations 37474.55 33625.39 12176.81 12411.96
Provision for
proposed Dividend 0 952.50 0 952.50
Tax on Dividends 0 154.52 0 154.52
Transferred to
General Reserve 30.46 143.31 30.46 143.31
Profit Carried
to Balance Sheet 37444.10 32375.06 12146.35 11161.63
* Figures are after write off of Rs.59.93 Crs and Rs.134.94 Crs in
Standalone and Consolidated balance sheet respectively.
DIVIDEND
In order to strengthen financial viability and in view of future plans
of the company, the directors of your company expresses their inability
to recommend any dividend for the financial year 2012-2013.
TRANSFER OF UNPAID DIVIDEND
Your company docs not have any unpaid dividend required to be
transferred to the Investor Education and Protection Fund (1KPI1) under
section 205C of the Companies Act, 1956 in the financial year 2012-13.
TRANSFER TO RESERVES
The Company proposes to transfer Rs.30,45,536/-to the General Reserve out
of the amount available for appropriations and an amount of
^3,74,44,10,781/- is proposed to be retained in the Consolidated Profit
and Loss account and an amount of Rs. 12,14,634,326/- is proposed to be
retained in the Stand Alone Profit and Loss account
OPERATIONAL RESULTS & BUSINESS
During the year under review, the standalone total income was
76,02,13,67,206/- as againstRs.5,l 3,15,46,250/- in the previous year.
The consolidated total income was Rs.16,15,38,85,005/- as againstRs.
12,97,51,10,298/- in previous year. The financial performance was
discussed elsewhere in this Annual Report.
Your Company caters to its clients through a network of global presence
by its established offices and a relentless effort is on the leash for
bringing out constant improvements.
ACCOUNTS OF SUBSIDIARIES
Your Company has Eighteen subsidiaries and names and relevant
information was given elsewhere in this Annual Report. There has been
no material change in die nature of the business of the subsidiaries.
As required under the Listing Agreement with the Stock F.xchanges,
consolidated financial statements have been prepared and included in
this Annual Report.
The Ministry of Corporate Affairs (MCA), Govt of India, has granted
subject to fulfillment of certain conditions, general exemption from
attaching the annual accounts and other reports of Company''s
subsidiaries, as required under section 212 of the Companies Act, 1956.
Copies of these annual accounts and related information will be made
available at the Registered Office of the Company during business hours
and also at the venue during the Annual General Meeting. The financial
information as required in the above referred notification for each
subsidiary is published at the end of the consolidated financial
statements in the Annual Report for the year 2012-13. A statement
pursuant to Section 212 of the Companies Act, 1956 related to
Subsidiary Companies given at the end of the consolidated financial
statement in the Annual Report. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Accounting Standards AS-21 on Consolidated Financial
Statements, the Audited Consolidated Financial Statements are included
in this Annual Report.
FIXED DEPOSITS
The Company has not invited/accepted any fixed deposits from the public
for the financial year ended March 31,2013.
PARTICULARS OF EMPLOYEES
Particulars of employees pursuant to section 217(2A) of the Companies
Act, 1956 arc part of the Director''s Report. However, having regard to
the provisions of Section 219(i)(b)(iv) of the Companies Act, 1956, the
Annual Report excluding the aforesaid information is being sent to all
the shareholders of the Company and others entitled thereto. Any
shareholder interested in obtaining a copy of the same may write to the
Company Secretary at the Registered Office of the Company.
AUDITORS
M/s. P. Murali & Co., Chartered Accountants, Auditors of the Company
will retire at the conclusion of the Annual General Meeting and arc
eligible for re-appointment. They have conveyed their willingness to
accept re-appointment and confirmed their eligibility under Section
224(1-B) of the Companies Act, 1956. The Auditors'' Report to the
shareholders docs not contain any qualification or adverse remarks
which require any clarification or explanation. DIRECTORS
The Board of Directors has accepted the resignation of Mr.S.Pulla
Reddy, Independent director on the board w.e.f June 24, 2013 and placed
its deep sense of appreciation for his services during the tenure of
his association as Board member. Mr.Y.Ramesh Reddy, Director, retires
by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment. Your Directors recommends the
resolution for his re-appointment as director of your Comparand the
additional information furnished in the notice of the fourteenth Annual
General Meeting pursuant to the provisions of Clause 49 of the Listing
Agreement
REPORT ON CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under Clause 49 of the
1 .isting Agreement forms part of this .Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis Report (MDA) is forming part of
this Annual Report.
DECLARATION ON CODE OF CONDUCT
Pursuant to provisions of Clause 49 (I) (D) (ii) of the Listing
Agreement, a Declaration declaring that all the members of the Board
and the Senior Management Personnel of the Company have affirmed
compliance with the Code of Conduct of the Company, is forming part of
the Corporate Governance Report attached herewith.
DISCLOSURE ON COMPANY''S EMPLOYEES STOCK OPTIONS
During the year under review no scheme is in force and no options were
granted, hence no information / disclosures are being made under SEBI
(ESOS / ESPS) Guidelines 1999. LGSL Foundation is holding 783509-shares
as on March 31,2013 after successfully implementation of various
Employees Stock Option Schemes in earlier years. Ybrant Employees
Welfare Trust (ESOP Trust) is holding 73,50,000-shares as on March 31,
2013 after successfully implementation of various Employees Stock
Option Schemes in earlier years in Ybrant Digital Limited (Transferor
Company). No fresh ESOP was implemented during the year under review .
CASH FLOW STATEMENT PURSUANT TO CLAUSE 32
The Cash Flow Statement pursuant to Clause 32 of the Listing Agreement
entered into with Stock F.xchangc(s) is appended to this Annual Report.
DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY,
RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:
The particulars, as prescribed under Section 217(l)(c) of the Companies
Act, 1956, read with Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1988, are as following:
(i) Details of Conservation of Energy
''ITie 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 217(l)(c) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 are not applicable to
the Company and hence not provided. As an ongoing process, the
following measures are undertaken to conserve energy :
(a) Implementation of viable energy audit proposals.
(1)) Installation of automatic power factor controllers to save maximum
demand charges and energy.
(c) Training front-end operational persons on the opportunities and
importance of energy conservation.
(d) Automation of air conditioners is taken up in all locations.
(e) Precision temperature controllers are installed in all locations.
(f) Awareness and training sessions for maintenance personnel were
conducted by experts.
(g) Optimum usage of air-conditioning equipment is made within the
office space.
(h) F.fforts are on to provide for intelligent lighting, automatic
lighting system based on sensors for optimum use of power.
(ii) Research & Development and Technology Absorption
The Information Technology (IT) and Information Technology Enabled
Services (1TES) 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.
(a) R&D Initiative:
The Company believes that technological obsolescence is a practical
reality. It invests and encourages continuous innovation. Its R& D is
always focused to provide unique benefits to our customers and other
stakeholders by working both proactively (self-driven research) and
reactively (customer-driven research). Our technical team also works to
optimize the existing software applications and to be able to optimally
use the existing hardware on a continuous basis.
(1)) Specific areas for R&D at the company & the benefits derived there
from:
The Company is continuously working on its all business areas
specifically digital marketing division for bringing about significant
improvements in its services offered at competitive. The R& D
activities taken up by the company helps it to remain competitive.
(c) Future plan of action:
The Company is constantly keep working on finding/evaluating new
technologies, processes, frameworks and methodologies to enable us in
improving the quality of our offering and better ways to sen-ice at
competitive at all levels.
(d) Expenditure on R& D for the year ended March 31, 2013:
Our R & D activities are not capital intensive and we do not
specifically provide for the same in our books.
(iii) Foreign Exchange Earnings and outgo
The particulars of earning and expenditure in foreign exchange during
the year arc given vide note no.31 & 32 in notes to Standalone
financial statements.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Board of Directors hereby state that:
(a in preparation of annual accounts containing financial statements
for the financial year ended March 31, 2013 the applicable accounting
standards have been followed.
(b) the accounting policies are consistently followed and your
Directors have applied them to give a true and fair view of the state
of affairs of the Company and the profit/loss for that period.
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(d) annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENTS AND APPRECIATIONS
We thank our Customers, Vendors, governmental authorities, Banks,
Financial Institutions and esteemed Shareholders for their continued
support. We place on record our appreciations of the contribution made
by the employees at all levels.
For and on behalf of the
Board of Directors
YBRANT DIGITAL LIMITED
(Formerly LGS Global Limited)
Sd/-
M. Suresh Kumar Reddy
Chairman
Place : Hyderabad
Date: August 08, 2013.
Mar 31, 2010
The Directors have great pleasure in presenting the Eleventh Annual
Report on the business and operations of the Company for the financial
year ended 31st March 2010.
FINANCIAL RESULTS
(Rupees in Lakhs)
For the financial year ended 31st March
Financial Results Consolidated Standalone
2010 2009 2010 2009
Income from Operations 38446.69 29458.56 24074.54 18514.07
Other Income (360.85) 401.50 (360.85) 401.50
Total Income 38085.84 29860.06 23713.69 18915.57
Operating expenditure 32403.80 25407.09 21015.78 15259.20
Gross Profit before Interest,
Depreciation & Tax 5682.04 4452.97 2697.91 3656.37
Less: Interest 1133.75 681.01 1030.70 616.71
Depreciation 480.70 462.03 331.24 329.34
Provision for Tax 774.22 599.77 262.63 426.09
Profit after Tax 3293.37 2710.16 1073.34 2284.23
Less: Provision for Deferred
Tax Liability 24.96 11.44 24.96 11.44
Profit after Deferred Tax 3268.41 2698.72 1048.38 2272.79
Net Profit for the year 3268.41 2698.72 1048.38 2272.79
Balance Brought forward from
the previous year 6879.46 4255.10 5248.09 3049.65
Profit available for
appropriations 10147.87 6953.82 6296.47 5322.44
Provision for proposed
Dividend 254.24 63.56 254.24 63.56
Tax on Dividends 43.21 10.80 43.21 10.80
Transferred to General Reserve 63.56 0.00 63.56 0.00
Profit Carried to
Balance Sheet 9786.86 6879.46 5935.46 5248.08
DIVIDEND
Your Directors take pleasure in recommending a dividend of Re. 1 per
Equity share (10%) on face value of Rs. 10/- per share for the approval
of the members for the financial year ended 31st March 2010. The
dividend, if declared as above, would involve an outflow of Rs.
2,54,23,667/- towards dividend and Rs. 43,20,752/- towards dividend
tax, resulting in a total outflow of Rs. 2,97,44,419/- .
TRANSFER TO RESERVES
The Company proposes to transfer Rs. 63,55,917/- to the General Reserve
out of the amount available for appropriations and an amount of Rs.
97,86,86,237/- is proposed to be retained in the Consolidated Profit &
Loss Account.
The Company proposes to transfer Rs. 63,55,917/- to the General Reserve
out of the amount available for appropriations and an amount of Rs.
59,35,46,580/- is proposed to be retained in the Standalone Profit &
Loss Account.
OPERATIONAL RESULTS & BUSINESS
FY 2009-10 showed a strong performance compared to the previous year
with skillful financial management in the face of challenging economic
conditions. During the year under review, the standalone total income
was Rs. 23713.69 lakhs as against Rs. 18915.57 lakhs in the previous
year. The consolidated total income was Rs. 38085.84 lakhs as against
Rs.29860.06 in previous year.
Your Company caters to its clients through a network of global presence
by its established offices and a relentless effort is on the leash for
bringing out constant improvements.
SUBSIDIARIES
Your Company has three subsidiaries namely Techorbit Inc, Global IT Inc
situated in USA and LGS Global FZE in United Arab Emirates.
There has been no material change in the nature of the business of the
subsidiaries.
As required under the Listing Agreement with the Stock Exchanges,
consolidated financial statements have been prepared and included in
this Annual Report.
STATEMENT UNDER SECTION 212 OF THE COMPANIES ACT, 1956
As per Section 212 of the Companies Act, 1956, we are required to
attach the directors report, balance sheet, and profit and loss
account of the subsidiaries. The Ministry of Corporate Affairs (MCA),
Government of India has granted exemption from complying with Section
212 vide its approval letter No.47/573/2010-CL-III, Dtd.18.06.2010. In
compliance with the terms of the exemption we have presented summary of
financial information through statements for each subsidiary. Summary
financial information includes Share Capital, Reserves & Surplus, Total
Assets, Total Liabilities, our holding in the subsidiary, details of
Investment, turnover, Profit before taxation, provision for taxation,
Profit after taxation etc.. Accordingly, the annual report does not
contain the financial statements of these subsidiaries. The Annual
Accounts of the Subsidiary Companies and the related detailed
information will be made available to the Holding and Subsidiary
Companies investors seeking such information at any point of time. The
Annual Accounts of the Subsidiary Companies will also be kept for
inspection by any investor at the Registered Office of the Company and
that of Subsidiary Companies concerned.
A statement pursuant to Section 212 of the Companies Act, 1956 related
to Subsidiary Companies given elsewhere in this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Accounting Standards AS-21 on Consolidated Financial
Statements, the Audited Consolidated Financial Statements are included
in this Annual Report.
CHANGES & DEVELOPMENTS DURING THE YEAR AND THEREAFTER
Your Company has obtained approval to set up a unit in Special Economic
Zone (SEZ) at Sundew Properties Private Limited (formerly K Raheja IT
Park (Hyderabad) Private Limited), Mindspace, Cyberabad, Madhapur,
Hyderabad, A.P. The SEZ Unit commenced its operations from April 08,
2010.
The Equity Shares of the Company are listed in Madras Stock Exchange
with effect from 13th September, 2010.
FIXED DEPOSITS
The Company has not accepted any fixed deposits from the public for the
financial year ended March 31, 2010.
HUMAN RESOURCES
Your company recognizes the importance of human resources as it forms
the backbone for its success. Your company strongly believes in
nurturing and encouraging human resources. The prime focus of the
company is to enhance the professional value of its employees and
create win-win situations for both the organization and its employees.
Your company continues to adopt best HR practices to recruit and retain
talented employees. Your company is confident of reaping the best from
its talent pool and sharing the benefits with its employees on an
equitable basis in the years to come.
PARTICULARS OF EMPLOYEES
Particulars of employees as required under section 217(2A) of the
Companies Act, 1956 and the Companies (Particulars of Employees) Rules,
1975 as amended, forms part of this report given as annexure to the
Directors Report.
AUDITORS
M/s. P. Murali & Co., Chartered Accountants, Auditors of the Company
will retire at the conclusion of the Annual General Meeting and are
eligible for re-appointment. They have conveyed their willingness to
accept re-appointment and confirmed their eligibility under Section
224(1-B) of the Companies Act, 1956.
The Auditors Report to the shareholders does not contain any
qualification or adverse remarks which require any clarification or
explanation.
DIRECTORS
Mr. Pradeep Kumar Dev Vyricherla, Director, retires by rotation and
being eligible offers himself for re- appointment. Mr. G. Ramesh had
submitted the resignation to the directorship of the company with
effect from April 16, 2010 and the same was accepted by the Board. Your
Board placed on record its appreciation to the outgoing Director for
the valuable services rendered during his tenure on the Board of the
Company.
GROUP FOR INTER-SE TRANSFER OF SHARES
Pursuant to an intimation from the promoters, the names of the
promoters and entities comprising group as defined under the
Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 (and any
enactment or re-enactment thereof) for the purpose of the
SEBI(Substantial Acquisition of Shares and Takeovers) Regulations,
1997, include:
Venkateswara Rao Kadiyala Sirisha Yarlagadda
Venkata Subba Rao Karusala Sridevi Potu
Fiora Enterprises Ltd Probus Capital Ltd
Mundi Enterprise Ltd Fingrowth Co. Ltd
REPORT ON CORPORATE GOVERNANCE
In line with the recommendation of the Securities Exchange Board of
India (SEBI) on Corporate Governance, your company had constituted the
Board with optimum combination of Executive and Non Executive and
independent and Non independent Directors. Your Company also
constituted various committees to comply with the provisions of the
Corporate Governance under the Listing Agreement of the Stock
Exchanges.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of this Annual Report.
The requisite Certificate from the Auditors M/s. P. Murali & Co.,
Chartered Accountants, confirming compliance with the conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
attached to this Report.
MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis Report (MDA) of the Company forms
part of this Annual Report.
DECLARATION ON CODE OF CONDUCT
Pursuant to provisions of Clause 49 (I) (D) (ii) of the Listing
Agreement, a Declaration declaring that all the members of the Board
and the Senior Management Personnel of the Company have affirmed
compliance with the Code of Conduct of the Company, is forming part of
the Corporate Governance Report attached herewith.
LISTING OF SHARES & ANNUAL LISTING FEE
The Securities of the Company are listed at Bombay Stock
Exchange Limited (BSE) and Madras Stock Exchange Limited (MSE). The
Listing fee for BSE and MSE has been paid and there are no outstanding
dues. Your company has filed listing application along with necessary
documents and also paid Initial Listing Fees and Annual Listing Fees
for listing of its shares at National Stock Exchange of India Limited
(NSE). Your company is waiting for listing approval from NSE.
DISCLOSURE ON COMPANYS EMPLOYEES STOCK OPTIONS
During the year under review no scheme is in force, hence no
information / disclosures are being made under SEBI (ESOS / ESPS)
Guidelines 1999. However, the ESOP Trust namely LGSL Foundation is
having 783509-shares as on March 31st, 2010 after successfully
implementation of various Employees Stock Option Schemes in earlier
years.
CASH FLOW STATEMENT PURSUANT TO CLAUSE 32
The Cash Flow Statement pursuant to Clause 32 of the Listing Agreement
entered into with Stock Exchange(s) is appended to this Annual Report.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS & OUTGO
The particulars, as prescribed under Section 217(1)(e) of the Companies
Act, 1956, read with Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1988, are as following:
(i) 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.
As an ongoing process, the following measures are undertaken to
conserve energy:
(a) Implementation of viable energy audit proposals.
(b) Installation of automatic power factor controllers to save maximum
demand charges and energy.
(c) Training front-end operational persons on the opportunities and
importance of energy conservation.
(d) Automation of air conditioners is taken up in all locations.
(e) Precision temperature controllers are installed in all locations.
(f) Awareness and training sessions for maintenance personnel were
conducted by experts.
(g) Optimum usage of air-conditioning equipment is made within the
office space.
(h) Efforts are on to provide for intelligent lighting, automatic
lighting system based on sensors for optimum use of power.
(ii) Research & Development and Technology Absorption
The Companys Research & Development investment would primarily focus
on Solutions Research and Vertical Focus Research.
Solutions Research 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.
Vertical Focus would primarily deal with building Centers of Excellence
(CoE) around verticals such as financial services, Life sciences,
pharmacy, energy, retail and process / discrete manufacturing. The
Company would also set up Research & Development facilities around
tools supporting some of the COTS solutions and in the BI space.
Specialized process oriented tools to enhance business process
performance are ready for deployment. The Company would be developing
products for B2B and SaaS.
The Company plans to be a player in niche technologies and lays
emphasis in staying current in the new technologies. A significant
budget would be set aside for building competencies in the new
technologies and also building solutions in the migration space,
particularly in the open source solutions.
(iii) Foreign Exchange Earnings and outgo
Export Plans and Activities relating to exports - Application
Management services, Application development, Tool set development,
Product development and support activities have been the primary source
of revenues to the offshore delivery center and would be the focus for
the future with the aid of Value added tools.
Initiatives taken to increase exports - Demonstrating the benefits to
the existing client base on the offshore model in terms of Cost
savings, 24/7 support, Maturity in delivery processes through CMMI and
ISO, State of the art infrastructure, Competency and knowledge base.
Development of new export markets for products and services - Europe
and Middle East have been the markets that are being developed through
our partners.
Rs.
A) Foreign Exchange
Earnings (Received) 1,17,11,08,279/-
B) Foreign Exchange outgo
(i) for Capital Expenditure Nil
(ii) for Traveling 40,60,934/-
(iii) for Others 1,22,12,81,734/-
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Board of Directors hereby state that:
(a) in preparation of annual accounts containing financial statements
for the financial year ended 31st March, 2010 the applicable accounting
standards have been followed.
(b) the accounting policies are consistently followed and your
Directors have applied them to give a true and fair view of the state
of affairs of the Company and the profit/loss for that period.
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(d) annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENTS AND APPRECIATIONS
Your Directors seize this opportunity to thank the esteemed
Shareholders, Financial Institutions, Banks, Customers, Suppliers and
Regulatory and Government Authorities for their continued support to
the Company. Further, the Directors wish to place on record their
appreciation to all employees of the Company for their hard work,
dedication and commitment.
For and on behalf of the Board of Directors
LGS GLOBAL LIMITED
Venkata Subba Rao Karusala Venkateswara Rao Kadiyala
Managing Director Joint Managing Director
Place : Hyderabad
Date : 11.11.2010
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