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B-Right RealEstate Ltd.

BSE: 543543 Sector: Infrastructure
NSE: N.A. ISIN Code: INE0IZQ01016
BSE 00:00 | 08 Aug 155.00 18.00
(13.14%)
OPEN

137.20

HIGH

155.00

LOW

137.20

NSE 05:30 | 01 Jan B-Right RealEstate Ltd
OPEN 137.20
PREVIOUS CLOSE 137.00
VOLUME 5600
52-Week high 163.45
52-Week low 118.00
P/E 281.82
Mkt Cap.(Rs cr) 160
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 137.20
CLOSE 137.00
VOLUME 5600
52-Week high 163.45
52-Week low 118.00
P/E 281.82
Mkt Cap.(Rs cr) 160
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

B-Right RealEstate Ltd. (BRIGHTREAL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 14th Annual Report together withthe Audited Statement of Accounts of your Company for the year ended March 312021.

DISCLOSURE OF FINANCIAL SUMMARY OR HIGHLIGHTS (Amount in Rs.)

Particulars Year ended 31st March 2021 Year ended 31st March 2020
Total Income 10688728 13897657
Profit Before Tax 6817216 11797158
Less: Current Tax 1001107 3347163
Deferred Tax f27430] (94388")
Income Tax earlier years
Profit For The Year 5843539 8544383
Add: Balance in Profit and Loss Account 228721701 219867348
Add: Transfer from reserves 185530 309970
Sub Total 234750770 228721701
Less: Appropriation
Adjustment relating to Fixed Assets
Income tax Refund
Less: Interest on IT and TDS w off
Profit & Loss A/c Closing Balance 234750770 228721701
Securities Premium Reserve
Opening Balance 117610000 117610000
Add: Current Year Transfer 537000000
Less: Written Back in Current Year
Closing Balance 654610000 117610000
Reserves & Surplus 889360770 346331701

OPERATIONAL REVIEW:

The Company continues to gear up all its resources to derive the maximum benefits inthe present economic scenario and is taking adequate steps to ensure adequate reach in allcorners of the Country with vigorous marketing efforts and ceaseless cost reductionexercises.

The Directors are fully seized of the fact that the need of the hour is to enhance theRevenue and Profit to higher levels and to achieve this end efforts have been initiatedfor adding value to services.

The Directors are hopeful that all the above coupled with continuous monitoring ofinventory receivables and overheads would result in healthier profits in future.

DISCLOSURE OF CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of Wholesale and Retail Trade - Retail Sale ofOther Products and Financial Intermediation Services-others and Real-estate. There hasbeen no change in the business of the Company during the financial year ended 31st March2021.

DISCLOSURE RELATING TO AMOUNTS IF ANY. WHICH IS PROPOSED TO CARRY TO ANY RESERVES;

Your Directors express their inability to propose to transfer of any amount to reservesduring the financial year ended 31st March 2021.

DISCLOSURES RELATING TO AMOUNT TO BE RECOMMENDED TO BE PAID AS DIVIDEND:

Your Directors express their inability to recommend any Dividend for the year ended31st March

2021.

DETAILS RELATED TO DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT. 2013:

The Company has neither accepted nor renewed any Deposits during the year.

PARTICULARS OF LOANS GUARANTEES INVESTMENT UNDER SECTION 186 OF THE COMPANIESACTL.2Q13:

In the year under review the Company has made Investments and advanced loans howeverthe Company has not provided any guarantee under the provisions of Section 186 of theCompanies Act 2013.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. AND FOREIGN EXCHANGE OUTGO: Detailsregarding Energy Conservation: Since the Company does not fall under the list ofindustries which should furnish this information the question of furnishing the samedoes not arise.

Details regarding Technology Absorption: Company is not involved into any kind ofmanufacturing activities. Therefore no technology absorption is required.

Details regarding Foreign Exchange Earnings and Outgo: There have been neither anyearnings nor outgoing of foreign exchange during the year under review.

DISCLOSURES IN DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that:

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.

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 at the end of financial year and of theprofit and loss of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

DETAILS OF MATERIAL CHANGES AND COMMITMENT OCCURRED DURING THE PERIOD AFFECTINGFINANCIAL POSITION OF COMPANY:

During the year the Company had issued and allotted 300000 (Three lakh) EquityShares having face value of Rs. 10/- per share at a price of Rs. 1800 (Inclusive ofpremium of Rs. 1790/- per share) in lieu of and against the conversion of loan to theextent outstanding Rs. 540000000 (Rupees Fifty- Four Crores only) taken by the Companyfrom

1. Achathkonrensis Sales Agency Private Limited

2. Haridya Corporate Services Private Limited

3. Sancharani Corporate Services Private Limited

SHARE CAPITAL:

During the year on 30th March 2021 the Company had issued and allotted 300000(Three lakh) Equity Shares having face value of Rs. 10/- per share at a price of Rs. 1800(Inclusive of premium of Rs. 1790/- per share) in lieu of and against the conversion ofloan to the extent outstanding Rs. 540000000 (Rupees Fifty-Four Crores only) takenfrom

1. Achathkonrensis Sales Agency Private Limited

2. Haridya Corporate Services Private Limited

3. Sancharani Corporate Services Private Limited

The loan was taken by the Company pursuant to approval of members of the Company bypassing Special Resolution at the Extra Ordinary General Meeting of the Company held on31st August 2020 with option to convert the loan into Equity shares of face value of Rs.10/- per share within 12 months of loan at a price to be approved by registeredvaluer."

A) ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Board of Directors has not made any issue of shares.

B) ISSUE OF SWEAT EQUITY SHARES:

No Sweat Equity Shares were issued in current financial year

C) ISSUE OF EMPLOYEE STOCK OPTIONS:

No Employee Stock Options were issued in current financial year.

D) PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BYTRUSTEES FOR THE BENEFIT OF EMPLOYEES:

No provision is made by Company for purchase of its own shares by employees or bytrustees for the benefit of employees.

ISSUANCE OF DEBENTURES:

The Company did not issue any debenture (s) during the year.

STATUTORY AUDITOR:

In terms of the first proviso to Section 139 of the Companies Act 2013 at the AnnualGeneral Meeting held on Wednesday 25* September 2019 M/s. ADV & AssociatesChartered Accountants (Firm Registration Number: 128045W) who were reappointed as theStatutory Auditor of the Company to hold office from the Conclusion of that Annual GeneralMeeting till the conclusion of the Annual General Meeting to be held for the Financialyear 2023-2024 at a remuneration to be fixed by the Board of Directors in consultationwith the auditors plus applicable GST and reimbursement of out of pocket expensesincurred by them for the purpose of audit.

AUDITORS REPORT:

The Notes on accounts referred to in the Auditors Report are self-explanatory andtherefore does not call for any further comment.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3] of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in FormMGT-9 is annexed to this report as Annexure-I.

MEETINGS OF BOARD OF niRF.CTORS;

During the year 13 Board Meetings were convened and held in accordance with theprovisions of the Companies Act 2013 and rules made there under and as per theSecretarial Standard 1 as issued by

the Company Secretaries.

Directors Present

Meetings Held on Mr. Sudhir Haribhai Patel Ms. Nupur Jayant Gaitonde Ms. Harsha Paras Desai Mr. Paras Hansrajbhai Desai Mr. Parag Jaswant Gosalia
02nd April 2020 P NA P P NA
11th July 2020 P NA P P NA
29th August 2020 P NA P A NA
01st September 2020 P NA P P NA
11th October2 020 P P P P P
15th October 2020 P P P P P
10th December 2020 P P P P P
30th January 2021 P P P P P
28th February 2021 P P P P P
03rd March 2021 P P P P P
17th March 2021 P P A A P
22nd March 2021 P P A A P
30 th March 2021 P P P P P

DISCLOSURE OF STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION149(6):

During the year Mr. Parag Jaswant Gosalia was appointed as an Independent Director andhis Declaration u/s 149(6) was submitted with the Board.

DISCLOSURE FOR COMPANIES COVERED UNDER SECTION 178(11 ON DIRECTORS APPOINTMENT ANDREMUNERATION INCLUDING OTHER MATTERS PROVIDED UNDER SECTION 178(31:

The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are not applicable to the Company.

REMUNERATION UNDER SECTION 197:

None of the employees of the Company has received any remuneration exceeding the limitas prescribed under Section 197 read with rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

DISCLOSURE OF STATEMENT ON DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

Periodic assessments to identify the risk areas are carried out and management isbriefed on the risks in advance to enable the Company to control risk through a properlydefined plan.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.

DETAILS ON POLICY DEVELOPMENT AND IMPLEMENTATION BY COMPANY ON CORPORATE SOCIALRESPONSIBILITY INITIATIVES TAKEN DURING YEAR:

As the Company does not fall in the mandatory bracket for Corporate SocialResponsibility pursuant to Section 135 of the Companies Act 2013 the Company did notadopt any activity pursuant to the same for the financial year 2020-21.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS WHO WERE APPOINTED OR RESIGNEDDURING THE YEAR:

During the year Ms. Nupur Jayant Gaitonde was appointed as an Additional Director(Non- Executive) and Mr. Parag Jaswant Gosalia was appointed as an Additional Director(Independent Non-Executive) w.e.f. 01st September 2020 and their appointment wasregularized at the annual general meeting held on 24th December 2020. Ms. Harsha ParasDesai who was appointed as an Additional (Non-Executive) Director w.e.f 11th March 2020 tohold office till the conclusion of the AGM was regularized as a Non-Executive Director atthe annual general meeting held on 24th December 2020

DISCLOSURE OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINTVENTURES OR ASSOCIATE COMPANIES DURING YEAR:

The Company does not have any subsidiary Joint Venture or Associate Company hencereporting of the same is not required.

CONTRACTS AND ARRANGEMENTS WITILRELATED PARTIES:

All related party transactions that were entered into during the period ended 31stMarch 2021 were on an arm's length basis and were in the ordinary course of business.Therefore the provisions of Section 188 of the Companies Act 2013 were not attracted.

Further there are materially significant related party transactions during the yearunder review made by the Company Thus disclosure in Form AOC-2 is attached.

Related Party Disclosures as per Accounting Standard -18 is given in Note no 1.Q.8 tothe Balance Sheet as on 31st March 2021.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to provide a safe and conducive work environment to itsemployees. Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II)issued by the institute of Company Secretaries of India and approved by the CentralGovernment under section 118(10) of the Companies Act 2013.

Since the Company has not recommend any dividend during the year the provisions ofsecretarial standards III are not applicable to the Company.

MAINTENANCE OF COST RECORD:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit] Rules 2014 the activity of your Company falls under Non-regulatedsectors and hence maintenance of cost record is not applicable to the Company for theFinancial Year 2020-21.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the banks Government authorities customers vendors andmembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives staffand workers.

For and on behalf of the Board of Director BRIGHT REALESTATE LIMITED

(Formerly Known as Marshal Vinimay Limited)

PARAS DESAI HARSHA PARAS DESAI
MANAGING DIRECTOR DIRECTOR
DIN: 07302022 DIN:06978398
PLACE: MUMBAI
DATE: 08™ NOVEMBER 2021

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