To
The Members,
The Directors of your Company have the pleasure in presenting the 30thAnnual
Report together with the audited financial statements for the financial year
("FY") ended March 31, 2024.
FINANCIAL PERFORMANCE OF THE COMPANY
The Summary of the Company's Financial Performance for the Financial Year 2023-24 as
compared to the previous Financial Year 2022-23 as given below:
| PARTICULARS |
2023-24 |
2022-23 |
| Gross Income |
305.76 |
277.80 |
| Less: Expenses & Provisions |
66.15 |
41.55 |
| Less: Depreciation |
0.1 |
0 |
| Less: Interest & Finance Charges |
173.36 |
173.11 |
| Profit Before Tax |
66.15 |
63.14 |
| Less: Provisions for taxation |
16.20 |
16.37 |
| Profit After Tax (PAT) |
49.95 |
46.77 |
| Add: Balance brought forward from previous year |
394.10 |
356.69 |
| Balance available for appropriations |
444.05 |
403.46 |
| Appropriations |
|
|
| Statutory Reserve |
9.99 |
9.35 |
| Net worth |
874.31 |
824.36 |
OPERATIONAL PERFORMANCE
The financial year 2023-24 saw steady performance. The Gross income is improved by 10%
over the previous year and the PAT during the year under review increased by 6.8%. During
the year under review total revenue of the Company was Rs.305.76Lakhs as against Rs.
277.80Lakhs in the previous year. The company earned a net profit(before tax) of
Rs.66.15Lakhsagainst a net profit (before tax) of Rs.63.14Lakhs during the previous year.
DIVIDEND
The Directors did not recommend any dividend for the year ended March 31, 2024 after
taking into consideration growth of the company, investment in the business and to
conserve resources.
TRANSFER TO RESERVES
As required under Section 45IC of the Reserve Bank of India Act, 1934, 20% of the
profits are required to be transferred to a Special Reserve Account. Accordingly, the
Company has transferred Rs. 9.99/- (In Lakhs) in current year and Rs. 9.35/- (In Lakhs) in
previous year to Statutory Reserve Account.
REGISTRATION AS A LOAN COMPANY
The Company is a registered Non-Banking Financial Institution - Loan Company
("NBFC-LC")pursuant to the receipt of Certificate of Registration from the
Reserve Bank of India ("RBI"), under Section 45-IA of the RBI Act.
INFORMATION ON THE STATE OF AFFAIRSOF THE COMPANY
The information on the affairs of the Company has been given as part of the Management
Discussion and Analysis section of the Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year to which the
financial statements relate and the date of this Report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business and operations of the Company during
the year under review.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
During the Financial Year, no Company became or ceased to be the Subsidiary, Joint
Venture or Associate Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, your Company was not required to transfer any amount to
Investor Education and Protection Fund.
DEPOSITS
During the year under review, the Company has neither invited nor accepted any deposits
from the public within the meaning of Section 73 of the Companies Act, 2013 ("the
Act") read with the Companies (Acceptance of Deposits) Rules, 2014.
SHARE CAPITAL
As on March 31, 2024, the Authorized Share Capital of the Company stood at Rs. 350/-
(In Lakhs) (35,00,000 Shares of Rs. 10/- each and the Issued, Subscribed and Paid-up
Equity Share Capital of the Company stands at Rs. 310.18 (In Lakhs) (comprising of
31,01,800 Equity Shares of Rs. 10/- each). During the Financial Year, the Company had not
issued any Equity shares with Differential rights, any Sweat equity Shares and any
Employee stock Option.
FUND RAISING
During the year under review, no fund raising activity was undertaken.
RESERVE BANK OF INDIA DIRECTIONS
Your Company is categorized as a non-deposit taking non-systematically important
non-banking finance company (NBFC). Accordingly, during the year your Company has not
accepted any deposits from the public and there were no deposits which become due for
repayment or renewal. The Company has always endeavored to maintain the highest standards
of compliance and culture within the organisation and shall continue to do so going ahead.
The Company continues to comply with all the applicable laws, regulations, guidelines etc.
prescribed by the Reserve Bank of India ("RBI"), from time to time. The Company
has complied with the ‘Master Direction – Reserve Bank of India (Non-Banking
Financial Company–Scale Based Regulation) Directions, 2023', amended from time to
time and all other applicable Directions/regulations/circulars of RBI during the Financial
Year 2023-24.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As of March 31, 2024, the Company has Five Directors including one Woman Director, of
which two were Independent Directors of the Company. The composition of the Board is in
accordance with the SEBI Listing Regulation read with Section 149 of the Act, with an
appropriate combination of Non-Executive Directors and Independent Directors.
Section 152 of the Act provides that unless the Articles of Association provide for
retirement of all directors at every AGM, not less than two-third of the total number of
directors of a public company (excluding the Independent Directors) shall be persons whose
period of office is liable to determination by retirement of directors by rotation, of
which one-third are liable to retire by rotation. Accordingly, Mr. Bhuvnesh Kumar Sharma
and Mr. Raghu Nandan Arora, Directors of the Company, are liable to retire by rotation at
the ensuring Annual General Meeting and being eligible offers themselves for
re-appointment. The Board of Directors recommends their re-appointment.
The brief details of the Director proposed to be re-appointed as required under
Secretarial Standard-2issued by the Institute of Company Secretaries of India and
Regulation 36 of the SEBI Listing Regulations is provided in the Notice convening Annual
General Meeting of the Company.
All the Directors of the Company have confirmed thatthey are not disqualified to act as
Director in terms of Section 164 of the Act.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience, expertise(including proficiency, as applicable) and
hold highest standards of integrity.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
All Independent Directors have submitted thedeclaration of independence, pursuant to
the provisions of Section 149(7) of the Act and Regulation25(8) of the SEBI Listing
Regulations, stating that they meet the criteria of independence as provided in Section
149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations and they are
not aware of any circumstance or situation, which exist or may be reasonably anticipated,
that could impair or impact his/her ability to discharge his/ her duties with an objective
independent judgment and without any external influence.
FIT AND PROPER CRITERIA & CODE OF CONDUCT
All the Directors meet the fit and proper criteria stipulated by RBI. Further, all the
Independent Directors have affirmed that they have adhered and complied with the Company's
Code of Conduct for Independent Directors which is framed in accordance with Schedule IV
of the Act.
KEY MANAGERIAL PERSONNEL ("KMP'S")
As on March 31, 2024, the Company had the following KMPs:
3 Mr. Ravi Jain– Managing Director
3 Mr. Ashish – Chief Financial Officer
3 Mr. Ashish – Company Secretary
POLICY ON DIRECTORS' APPOINTMENT ANDREMUNERATION/COMPENSATION FOR DIRECTORS, SENIOR
MANAGEMENT PERSONNEL, KEY MANAGERIALPERSONNEL AND OTHER EMPLOYEES
In accordance with the provisions of Section 134(3)(e) of the Companies Act, 2013
("the Act") read with Section 178 of the Act and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,2015 ("the Listing
Regulations"), your Company has adopted Nomination and Remuneration Policy which,
inter-alia, includes the criteria for determining qualifications, positive attributes and
independence of Directors, identification of persons who are qualified to become Directors
and who may be appointed in the Senior Management team.
PERFORMANCE EVALUATION OF THE BOARD
The Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") stipulate
the evaluation of the performance of the Board, its Committees, Individual Directors and
the Chairperson. The Company has formulated a process for performance evaluation of the
Independent Directors, the Board, its committees and other individual Directors. The Board
was satisfied with the evaluation process and approves the evaluation result thereof.
MEETINGS OF BOARD
During the year, four board meetings were held during the year on 22nd May,
2023, 11th August, 2023, 09th November, 2023 and 12th
February, 2024. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
AUDIT COMMITTEE
A qualified and Independent Audit Committee of the Board of the company is functioning.
It monitors and supervises the Management's financial reporting process with a view to
ensure accurate and proper disclosure, transparency and quality of financial reporting.
The committee reviews the financial and risk management policies and also the adequacy of
internal control systems and holds discussions with Statutory Auditors and Internal
Auditors. This is enhancing the credibility of the financial disclosures of the company
and also provides transparency.
• Terms of reference
The role and terms of reference of the Audit Committee cover the areas mentioned under
Regulation 18 (3) of Listing Regulations and Section 177 of the Companies Act, 2013,
besides other terms as may be referred to by the Board of Directors from time to time.
• Composition
The Audit Committee comprises of 3 (Three) directors. Mrs. Shruti Das is the chairman
of the Audit Committee and is a Non-executive and Independent Director. All the
recommendations made by the Audit Committee were accepted by the Board.
• Meetings
Four meetings of the Audit Committee were held during the Financial Year ended 31st
March 2024.
STAKEHOLDERS RELATIONSHIP COMMITTEE
• Term of reference
The role and terms of reference of the cover the areas mentioned under Section 178 of
the Companies Act, 2013, besides other terms as may be referred to by the Board of
Directors from time to time.
• Composition
The Stakeholders Relationship Committee comprise of 3 (Three) Directors. Mr. Rameshwar
Dayal Sharma is the chairman of the Stakeholders Relationship Committee and is a
Non-executive and Independent Director.
• Meetings
Two meetings of the Stakeholders Relationship Committee were held during the Financial
Year ended 31st March 2024.
NOMINATION & REMUNERATION COMMITTEE
• Term of reference
The role and terms of reference of the Nomination and Remuneration Committee cover the
areas mentioned under Regulation 19 (4) of Listing Regulations and Section 178 of the
Companies Act, 2013, besides other terms as may be referred to by the Board of Directors
from time to time.
• Composition
The Nomination and Remuneration Committee comprises of 3 (Three) Directors. Mrs. Shruti
Das is the chairman of the Nomination and Remuneration Committee and is a Non-executive
and Independent Director.
• Meetings
Two meetings of the Nomination & Remuneration Committee were held during the
Financial Year ended 31st March 2024.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has formulated and established a Vigil Mechanism named Whistle Blower
Policy to deal with instances of fraud and mismanagement and to enable Directors and
Employees to report genuine concerns about unethical behaviour, actual or suspected fraud
or violation of Code of Conduct and to report incidents of leak or suspected leak of
unpublished price sensitive information. Adequate safeguards are provided against
victimization of those who avail of the mechanism and direct access to the Chairman of the
Audit Committee in exceptional cases is provided to them.
During the year under review, no complaint pertaining to the Company was received under
the Whistle Blower mechanism.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of section 134(3) (c) read with Section 134(5) of the Companies Act, 2013,
your Board of Directors, to the best of its knowledge and ability confirm that:
a) In the preparation of the annual financial statements for the year ended March 31,
2024, the applicable accounting standards have been followed and there are no material
departures from the same;
b) the Directors have 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 as at March 31, 2024 and of the profit of
the Company for the year ended on that date;
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, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors have prepared the annual accounts on a ‘going concern basis;
e) the Directors have laid down proper internal financial controls to be followed by
the Company and such financial controls are adequate and are operating effectively; and
3 f) the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that systems are adequate and are operating
effectively.
AUDITORS AND AUDITOR'S REPORT
STATUTORY AUDITOR
Pursuant to the provisions of Section 139(2)of the Act and the rules made thereunder
and RBI requirements, the Members at their Twenty Eighth Annual General Meeting held on
25th September, 2022 had appointed M/s Sanjeev Bhargava & Associates, Chartered
Accountants, (Registration No. 003724N) as Statutory Auditor of the Company from the
conclusion of Twenty Eighth Annual General Meeting till the conclusion of Thirty First
Annual General Meeting."Further, the Statutory Auditors have confirmed that they have
subjected themselves to Peer Review process by the Institute of Chartered Accountants of
India ("ICAI") and hold valid certificate issued by the Peer Review Board of
ICAI.
The Board of Directors (including any Committee thereof) is authorized to decide and
finalize the terms and conditions including remuneration of the Statutory Auditor."
The Notes on financial statements referred to in the Auditors Report are
self–explanatory and do not call for any further comments. The Auditors' Report does
not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and as per the SEBI Listing Regulations,
the Company has appointed M/s. Om Prakash Agrahari & Co., Company Secretaries in
Practice to undertake the Secretarial Audit of the Company. There are no qualifications,
reservations, adverse remarks or disclaimers made by the Secretarial Auditors, in their
Audit Report for the FY 2023-24. The Secretarial Audit Report is annexed herewith marked
as Annexure – I to this Report.
MAINTENANCE OF COST RECORDS
The maintenance of cost records, for the services rendered by the Company, is not
required pursuant to Section 148(1) of the Act read with Rule 3 of the Companies (Cost
Records and Audit) Rules, 2014 and hence such accounts and records were not required to be
maintained by the Company.
INTERNAL AUDITOR
During the year under review, Mr. Nitin Agrawal was appointed as the Internal Auditor
of the Company to conduct the Internal Audit on the basis of detailed Internal Audit Plan.
The Company follows a robust Internal Audit process and audits are conducted on a regular
basis, throughout the year, as per the agreed audit plan.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor of the Company have reported any instance of frauds committed in the Company by
its Officers or Employees to the Audit Committee under Section 143(12) of the Act and
therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors state that proper systems have been devised to ensure compliance with the
applicable laws. Pursuant to the provisions of Section 118 of the Act,2013 during FY 2024,
the Company has adhered with the applicable provisions of the Secretarial
Standards("SS-1" and "SS-2") relating to ‘Meetings of the Board
of Directors' and ‘General Meetings' issued by the Institute of Company Secretaries
of India ("ICSI") and notified by MCA.
INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY
Your Company has in place adequate internal financial controls with reference to the
Financial Statements commensurate with the size, scale and complexity of its operations.
Your Company uses various industry standard systems to enable, empower and engender
businesses and also to maintain its Books of Accounts. The transactional controls built
into these systems ensure appropriate segregation of duties, the appropriate level of
approval mechanisms and maintenance of supporting records. The systems, Standard Operating
Procedures and controls are reviewed by the Management.
Based on the assessments carried out by the Management during the year, no reportable
material weakness or significant deficiencies in the design or operation of internal
financial controls was observed.
Your Company recognises that Internal Financial Controls cannot provide absolute
assurance of achieving financial, operational and compliance reporting objectives because
of its inherent limitations. Also, projections of any evaluation of the Internal Financial
Controls to future periods are subject to the risk that the Internal Financial Control may
become inadequate because of changes in conditions or that the degree of compliance with
the policies or procedures may deteriorate.
RISK MANAGEMENT POLICY
Risk management forms an integral part of the Company's business. Your Company has a
comprehensive Risk Management Policy in place and has laid down a well-defined risk
management framework to identify, assess and monitor risks and strengthen controls to
mitigate risks ensuring its effectiveness.
The Risk Management Policy, inter-alia, includes identification of elements of risk,
including Cyber Security and related risks as well as those risks which in the opinion of
the Board may threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY
The provision of Section 135 of the Act with respect to Corporate Social Responsibility
(CSR) is not applicable to the Company; hence there is no need to develop policy on CSR.
PARTICULARS OF EMPLOYEESANDRELATED INFORMATION
In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
containing the disclosures pertaining to remuneration and other details as required under
the Act and the above Rules, are appended to this Report as Annexure II.
PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES
During FY 2024, all the contracts/arrangements/transactions entered into by the Company
with the related parties were in the ordinary course of business and on an arm's length
basis and were in compliance with the provisions of the Act and Listing Regulations. All
related party transactions are placed before the Audit Committee for review and approval.
All related party transactions as required under Indian Accounting Standards - 24 (Ind
AS-24) are reported in Note - 33 of Standalone Financial Statements.
Pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, there are no related party transactions that are required to be
reported under Section 188(1) of the Act in the prescribed Form AOC-2.
ANNUAL RETURN AS PRESCRIBED UNDER THE ACT
Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the
annual return for financial year ended March 31, 2024, can be accessed on our website
athttp://brilliantportfolios.com/.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, Management
Discussion and Analysis Report forms part of this Report.
REPORT ONCORPORATE GOVERNANCE
The Company having paid up capital and Net worth is less than the threshold provided
under Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. Hence, it does not require any further comment.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The provisions of Clause 34(2)(f) of SEBI (LODR) Regulations regarding the Business
Responsibility and Sustainability Report is not applicable on the Company for the year
under review.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
Your Company is an equal opportunity employer and is committed to ensuring that the
work environment. It strongly believes in upholding the dignity of all its employees,
irrespective of their gender or seniority. Discrimination and harassment of any type are
strictly prohibited. Your Company has in place a comprehensive Policy in accordance with
the provisions of POSH Act and Rules made thereunder.
Your Company has adopted zero tolerance for sexual harassment at workplace and has
formulated a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Work
Place in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules
framed there under for prevention and redressal of complaints of sexual harassment at
workplace. Your Company has complied with provisions relating to the constitution of
Internal Committee under the POSH Act. During the year under review, no complaints were
received from any of the employees.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company being engaged in the financial services activities, its operations are not
energy intensive nor does it require adoption of specific technology and hence information
in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014is
not applicable to the Company. Nevertheless, the Company is vigilant on the need for
conservation of energy.
During the FY 2023-24, the Company's foreign exchange earnings and outgo were NIL.
PARTICULARS OF LOANS, INVESTMENTS IN SECURITIES OR GUARANTEES
The Company being a Non-Banking Finance Company, the provisions of Section 186 of the
Act pertaining to granting of loans to any persons or bodies corporate and giving of
guarantees or providing security in connection with loans to any other bodies corporate or
persons are not applicable to the Company.
SIGNIFICANT AND MATERIAL ORDERS
During the Financial Year 2023-24, there were no Significant and Material Orders passed
by the Regulators / Courts/ Tribunals which would impact the going concern status of the
Company and its future operations. Further, no penalties have been levied by the RBI or
any other regulator during the year under review.
LISTING
Equity Shares of your Company are listed on BSE Limited. Your Company has paid required
listing fees to Stock Exchanges for FY 2024-25.
MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE
In terms of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations), the certificate, as
prescribed in Part B of Schedule II of the Listing Regulations, has been obtained from Mr.
Ravi Jain, Managing Director and Ashish, CFO of the company for the Financial Year 2023-24
with regard to the Financial Statements and other matters.
DISCLOSURE PERTAINING TO INSOLVENCY& BANKRUPTCY CODE ("IBC")
During the period under review, no application was made by or against the company, and
accordingly, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
DISCLOSURE OF ONE TIME SETTLEMENT
The Company did not avail any such onetime settlement during the Financial Year.
Therefore, disclosure of the details of difference between amount of the valuation done at
the time of one-time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof is not applicable to the Company.
DEMATERIALIZATION OF EQUITY SHARES
Equity Shares of the Company are compulsorily tradable in electronic form. As on March
31, 2024, 78.88% of the Equity Shares are held in electronic form and 6,54,965 Equity
Shares out of 31,01,800 Equity Shares were held in physical form. In view of the numerous
advantages offered by the Depository System, the Members holding shares in physical form
are advised to avail of the facility of dematerialization.
STATUTORY DISCLAIMER
The Company is having a valid Certificate of Registration issued by RBI under
Section45-IA of the RBI Act. However, RBI does not accept any responsibility or guarantee
about the present position as to the financial soundness of the Company or for the
correctness of any of the statements or representations made or opinions expressed by the
Company and for discharge of liabilities by the Company.
ACKNOWLEDGEMENTS
An acknowledgement to all with whose help, co-operation and hard work the Company is
able to achieve the results.
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For and on behalf of the Board of |
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Brilliant Portfolios Limited |
| Place: New Delhi |
Ravi Jain |
Raghu Nandan Arora |
| Date: 03/09/2024 |
Managing Director |
Director |
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DIN: 02682612 |
DIN: 00503731 |
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