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Brilliant Portfolios Ltd.

BSE: 539434 Sector: Infrastructure
NSE: N.A. ISIN Code: INE661F01010
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P/E
Mkt Cap.(Rs cr) 2
Buy Price 6.40
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OPEN 6.40
CLOSE 6.40
VOLUME 3
52-Week high 6.40
52-Week low 4.20
P/E
Mkt Cap.(Rs cr) 2
Buy Price 6.40
Buy Qty 7.00
Sell Price 0.00
Sell Qty 0.00

Brilliant Portfolios Ltd. (BRILLIANTPORT) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Twenty Second Annual Report and theaudited statement of accounts of the Company for the year ended March 31 2016.

FINANCIAL RESULTS

(In Lacs)
Particulars 2015-16 2014-15
Total Revenue 41.94 4.86
Total Expenses 53.64 26.52
Profit before Depreciation & Tax (PBDT) (11.70) (21.67)
Less: Depreciation 0.05 0.16
Profit Before Tax (11.75) (21.83)
Less: Provisions for taxation 0.51 0.72
Profit After Tax (PAT) (12.26) (22.55)
Add: Balance brought forward from previous year 227.86 250.86
Balance available for appropriations 215.60 228.31
Appropriations
Statutory Reserve - -
Depreciation Charged off as per Revised Depreciation Guidelines - 0.45
Balance Carried to Balance Sheet 215.60 227.86

REVIEW OF OPERATIONS

During the year under review total revenue of the Company was Rs. 41.94 lacs as againstRs. 4.86 lacs in the previous year. The company earned a net profit / (loss) (before tax)of (Rs. 11.75 lacs) against a net profit / (loss) (before tax) of (Rs. 21.83 lacs) duringthe previous year. Your Directors are putting in their best efforts to improve theprofitability of the Company.

DIVIDEND

In view of insufficiency of profit your Directors regret their inability to recommenddividend on equity shares for the year under review.

SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or Associate Company.

TRANSFER TO RESERVES

The Company has not transferred any amount to the Any Reserves during the year.

DEPOSITS

The Company has not accepted deposits covered under Chapter V of the Companies Act2013.

BOARD EVALUATION

Pursuant to the provision of Companies Act 2013 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of working of its Audit Committee Nomination and Remuneration Committee andStakeholders' Relationship Committee.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 134(5) of the Companies Act 2013 your Board of Directors statesthat:

a) in the preparation of the annual financial statements for the year ended March 312016 the applicable accounting standards have been followed and there are no materialdepartures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the loss ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 bythe Company and that such financial controls are adequate and are operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that the systems are adequate and are operating effectively

CORPORATE GOVERNANCE

The Company having paid up capital which is less than the threshold provided underRegulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.Hence it does not require any further comment.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company during the year with related parties were atarm's length and were in the ordinary course of business. During the year the Company hasnot entered into any transactions which can be considered material in accordance with thepolicy of the Company.

Your Directors would like to draw attention of members to Note 19 to the financialstatement which sets out details of related party transactions.

RISK MANAGEMENT POLICY

The Company has laid down a well defined Risk Management Policy. The Board periodicallyreviews the risk and suggests steps to be taken to control and mitigate the same through aproper defined framework.

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 CSRand take initiative thereon.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal controls commensurate with the size scaleand complexity of its operations.

DIRECTORS AND KEY MANAGERIAL PERSON

In accordance with the provisions of section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Raghu Nandan Arora director of the Company isliable to retire by rotation being eligible and offers himself for re-appointment. Mr.Raghu Nandan Arora is not disqualified under Section 164(2) of the Companies Act 2013.

• Declaration by Independent Director(s)

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence prescribed both under the CompaniesAct 2013 and regulation 16(1)(b) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

• Formal Annual Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 and regulation 16(10) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of Independent Directors Board Committees and otherindividual Directors process of evaluation was followed as per the Policy laid down inthis regard.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection of Directors determining Directors independence and paymentof remuneration to Directors Key Managerial Personnel and other employees.

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

AUDITORS AND AUDITORS' REPORT

Statutory Auditor

As per provision of Section 139 of the Companies Act 2013 the term of M/s SanjeevBhargava & Associates Chartered Accountants New Delhi the Statutory Auditor of theCompany (Registration No. 003724N) expired on the conclusion of the forthcoming AnnualGeneral Meeting.

Pursuant to the provisions of section 139 of the Act and the rules framed there underM/s Nitin Agrawal & Associates Chartered Accountants Ghaziabad (Registration No.015541C) have been appointed as Statutory Auditors of the Company from the conclusion ofthis Annual General Meeting till the conclusion of 27th Annual General Meetingof the Company subject to ratification of their appointment in every Annual GeneralMeeting. The Company has received letter from them to the effect that their appointment ifmade would be within the prescribed limits under Section 141(3)(g) of the Companies Act2013 and they are not disqualified from appointment.

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 notcontain any qualification reservation or adverse remark.

• Secretarial Auditor

The Secretarial Audit Report is annexed herewith marked as Annexure -1 to this Report.DISCLOSURES

• Audit Committee

The Audit Committee comprises of 3 (Three) directors out of which 2 (Two) arenonexecutive and Independent Directors. The Chairman of the Audit Committee is aNonexecutive and Independent Director. The Composition of the Audit Committee is as under:

S. No. Name Category Designation
1. Mr. Sajal Jain Independent Director Chairman
2. Mr. Bhuvnesh Kumar Sharma Independent Director Member
3. Mr. Raghu Nandan Arora Director Member

All the recommendations made by the Audit Committee were accepted by the Board. Fourmeetings of the Audit Committee were held during the year.

• Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprise of 3 (Three) Directors out of which 2(Two) are non-executive Independent Directors. The Chairman of the StakeholdersRelationship Committee is Non-executive and Independent Director. The Committee inter-alia deals with various matters relating to:

• Transfer/Transmission of shares;

• Issue of duplicate share certificates;

Investors' grievance and redressal mechanism and recommend measures to improve thelevel of investor services.

Details of share transfer/transmission approved by the committee andShareholders'/Investors grievance are placed at the Board meeting from time to time. TheComposition of the Stakeholders Relationship Committee is as under:

Name Category Designation
1. Mr. Bhuvnesh Kumar Sharma Independent Director Chairman
2. Mr. Sajal Jain Independent Director Member
3. Mr. Ravi Jain Director Member

• Nomination & Remuneration Committee

The Nomination and Remuneration Committee comprises of 3 (Three) Directors out of which2 (Two) are Non-executive Independent Directors. The Chairman of the Nomination andRemuneration Committee is Non-executive and Independent Director. The Composition of theNomination and Remuneration Committee is as under:

Name Category Designation
1. Mr. Sajal Jain Independent Director Chairman
2. Mr. Bhuvnesh Kumar Sharma Independent Director Member
3. Mr. Raghu Nandan Arora Director Member

• Vigil Mechanism

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the interest of company employees and theCompany.

• Meetings of Board

Five meetings of the Board of Directors were held during the year i.e. on 30thMay 2015 13th August 2015 05th October 2015 14thNovember 2015 and on 10th February 2016. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.

• Particulars of Loans Investments Guarantees

Not applicable being a Non-Banking Finance Company.

• Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo

Since the Company is not engaged in any manufacturing activity issues relating toconservation of energy and technology absorption are not quite relevant to itsfunctioning. There was no Foreign Exchange earnings and outgo during the year underreview.

• Extract of Annual Return

The details forming part of the extract of the Annual Return as prescribed in Companies(Management and Administration) Rules 2014 in form MGT- 9 is annexed herewith marked asAnnexure - II to this Report.

• Particulars of Employees

The information required under Section 197 of the Companies Act 2013 read with Rule 5

(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 aregiven in Annexure - III to this Report.

• Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

• Reserve Bank of India Directions

Your Company is categorized as a non deposit taking non systematically importantnon-banking finance company (NBFC). Accordingly during the year your Company has notaccepted any deposits from the public and there were no deposits which become due forrepayment or renewal. Your Company has complied with the directives issued by the ReserveBank of India under the Non Banking Financial Companies (Reserve Bank of India)Directions 2015 as amended from time to time.

• Increase in Share Capital

During the year under review the Company has not issued and equity shares either withor without differential voting rights nor has issued any sweat equity. As on March 312016 none of the Directors of the Company hold any convertible instruments of theCompany.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their deep and sincere gratitude for thecontinued co-operation and support extended by the customers bankers businessassociates consultants advisors shareholders investors and the employees of theCompany.

The Board of Directors would also like to place on record their sincere appreciationfor the co-operation received from the Reserve Bank of India Securities and ExchangeBoard of India BSE Ministry of Corporate Affairs and all other regulatory bodies.

For and on behalf of the Board
Place: New Delhi Ravi Jain Raghu Nandan Arora
Date: 30/05/2016 Managing Director Director
DIN:02682612 DIN:00503731