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Brilliant Portfolios Ltd.

BSE: 539434 Sector: Infrastructure
NSE: N.A. ISIN Code: INE661F01010
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Brilliant Portfolios Ltd. (BRILLIANTPORT) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Twenty First Annual Report & theAudited Statements of Accounts of your Company for the year ended March 31 2015.

1. FINANCIAL PERFORMANCE

The financial performance of your Company for the year ended on 31st March 2015 issummarized below:-

(Amount in Rs.000 s)
Financial Year ended
31st March 2015 31st March 2014
Total Income 485.50 5233.31
Total Expenditure 2668.56 5137.11
Profit/(Loss)before tax (2183.05) 96.20
Provision for tax
• Current tax - 18.33
• Tax of earlier years adjusted 25.99 -
• MAT Credit - (18.33)
• Deferred tax 46.02 59.97
Profit/(Loss)after tax (2255.07) 36.22
Amount transferred to Reserve & Surplus (2255.07) 36.22

2. REVIEW OF OPERATIONS

During the year under review total revenue of the Company was Rs. 485504/- as againstRs. 5233314 in the previous year. The company earned a net profit / (loss) (before tax)of (Rs. 2183058/-) against a net profit (before tax) of Rs. 96200/- during the previousyear. Your Directors are putting in their best efforts to improve the profitability of theCompany.

3. DIVIDEND

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

4. SHARE CAPITAL

The total paid up Share Capital of the Company as on March 31 2015 is Rs.31018000/- comprising of 3101800 Equity Shares of Rs. 10/- each. During the yearunder review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity.

5. BOARD OF DIRECTORS

Pursuant to the provisions of Section 152 of the Companies Act 2013 and in accordancewith the provisions of Articles of Association of the Company Mr. Ravi Jain (DIN:02682612) director of the Company is liable to retire by rotation and being eligibleoffers himself for re-appointment.

Mr. Ravi Jain is not disqualified under Section 164(2) of the companies Act 2013.

During the year under review Mrs. Sumitra Devi was appointed as an additional (Woman)Director of the Company with effect from 30th March 2015 as per section 160(1) of theCompanies Act 2013 Mrs. Sumitra Devi will hold office of Director up to the date ofensuing Annual General Meeting. Appropriate resolution seeking your approval for theappointment of Mrs. Sumitra Devi as Director of the Company who is liable to retire byrotation forms part of the notice calling Annual General Meeting

The Company has received declaration from all the Independent Director of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013.

6. KEY MANAGERIAL PERSONNEL

Ms. Garima Chawla (Membership No: A25239) resigned as Company Secretary on 30thOctober 2014.

Mr. Sanjay Kumar (Membership No: A37163) was appointed as Company Secretary with effectfrom 30th October 2014.

7. NUMBER OF BOARD MEETING

The Board of Directors of your Company met 13 times during the year under review. Thedetails of which are given as under. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013.

Sr. No. Date Sr. No. Date
Board Meeting Audit Committee
1 30th March 2015 1 8th January 2015
2 8th January 2015 2 14th October 2014
3 30th October 2014 3 30th July 2014
4 14th October 2014 4 31st May 2014
5 5th September 2014
6 29th August 2014
7 6th August 2014
8 30th July 2014
9 21st July 2014
10 7th June 2014
11 31st May 2014
12 28th May 2014
13 15th May 2014

8. 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 Nomination and Remuneration Committee.

9. COMMITTEES OF THE BOARD

There are presently Three (3) Committes of the Board as following:

(i) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Boardof Directors with respect of auditing and accounting matters. It also supervises theCompany s financial reporting process

The Audit Committee comprises of 3 (Three) directors out of which 2 (Two) areNon-executive and Independent Directors. The Chairman of the Audit Committee is aNon-executive and Independent Director. The Composition of the Audit Committee is asunder:

Sr. 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

(ii) Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises 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 Committeeinter-alia deals with various matters relating to:

• Transfer/Transmission of shares;

• Issue of duplicate share certificates;

• Investors grievances and redressal mechanism and recommend measures to improvethe level of investor services.

Details of shares transfer/transmission approved by the committee and shareholders /Investors grievance are placed at the Board meeting from time to time. The Composition ofthe Stakeholders Relationship Committee is as under:

Sr. No. Name Category Designation
1 Mr. Bhuvnesh Kumar Sharma Independent Director Chairman
2 Mr. Sajal Jain Independent Director Member
3 Mr. Ravi Jain Director Member

(iii) Nomination and Remuneration Commttee

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 Nomination and Remuneration Committee is as under:

Sr. 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

10. REMUNERATION POLICY

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

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Directors confirm that:

A. In the preparation of annual accounts for the financial year ended March 2015 theapplicable accounting standards have been followed;

B. Appropriate Accounting policies have been applied consistently. Judgments andestimates which are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company as at the end of Financial Year as on 31stMarch 2015 and of the Profit of the Company for that period;

C. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;

D. The Directors have prepared the annual accounts for financial year ended on March31 2015 on a going concern basis;

E. The Directors have laid down internal financial controls in the Company that areadequate and are operating effectively; and

F. The Directors have devised proper system to ensure compliance with the provision ofall applicable laws and that these are adequate and are operating effectively.

12. STATUTORY AUDITOR

M/s Sanjeev Bhargava & Associates Chartered Accountants New Delhi the StatutoryAuditors of the Company (Registration No. 003724N) retires as the Auditors at theconclusion of the forthcoming Annual General Meeting and being eligible have offeredthemselves for re-appointment. They have confirmed that their appointment if made shallbe in accordance with the provisions of Section 139(1) of the Act read with Companies(Audit and Auditors) Rules 2014 and that they are not disqualified for theirre-appointment as Statutory Auditors of the Company. They have also confirmed that theyhold a valid peer review certificate as prescribed under Clause 41(1) (h) of the ListingAgreement.

The Board of Directors have recommended the re-appointment of M/s Sanjeev Bhargava& Associates Chartered Accountants as the Statutory Auditors of the Company to holdoffice from the conclusion of ensuing Annual General Meeting till the conclusion of nextAnnual General Meeting .

13. AUDITORS REPORT

The comments on statements of accounts referred to in the report of auditors are selfexplanatory. The Auditors report does not contain any qualification reservation oradverse remark.

14. SECRETARIAL AUDIT REPORT

Secretarial Auditor s observation and Management s explanation to the Auditor sobservation The Director refers to the Auditor s observation in the Secretarial AuditReport and is required under section 204(1) of the Companies Act 2013 the Company hasobtained a Secretarial Audit Report.

a) Non Appointment of Internal Auditor

Due to financial constraints the Board decided to appoint the Internal Auditor in NextFinancial Year keeping in mind the revival of the Company in the near future.

The Report of the Secretarial Auditor is enclosed as Annexure I to this Report.

15. 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 interests of company employees and theCompany.

16. 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.

17. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT- 9 pursuant to the provision of Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 isfurnished in Annexure II and is attached to this Report.

18. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The code has been posted on the Company s websitewww.brilliantportfolios.com.

19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

20. LISTING OF SECURITIES OF COMPANY

The Company has applied to Bombay Stock Exchange Limited for getting its shares listedat the aforesaid Exchange under the Direct Listing Scheme formulated by BSE to provide anopportunity to trade and to provide liquidity in its shares to its equity shareholders.

21. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined underSection 188 of Companies Act 2013 during the year under review.

22. CORPORATE SOCIAL RESPONSBILTY

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.

23. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

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

24. DEPOSITS

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

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders were passed by the regulators or courts ortribunals impacting the going concern status and company s operations in future.

26. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Since the Company having paid-up capital less than the threshold provided under Clause49 of the Listing Agreement hence the Company need not required to address Reports onCorporate Governance certificates pertains thereto and Management Discussion andAnalysis Report.

27. PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of salary in excess of the limits prescribedunder Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

28. PARTICULARS OF LOANS GUARANTEE OR INVESTMENT MADE

The provision of Section 186 of the Act with respect to Loan and Investment by Companyis not applicable to the Company.

29. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help co-operation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors
Sd/- Sd/-
Place: New Delhi Raghu Nandan Arora Ravi Jain
Date: 30/05/2015 (Director) (Managing Director)
DIN: 00503731 DIN: 02682612

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