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Brilliant Portfolios Ltd.

BSE: 539434 Sector: Financials
NSE: N.A. ISIN Code: INE661F01010
BSE 00:00 | 23 Dec Brilliant Portfolios Ltd
NSE 05:30 | 01 Jan Brilliant Portfolios Ltd
OPEN 6.08
PREVIOUS CLOSE 6.08
VOLUME 10
52-Week high 6.08
52-Week low 6.08
P/E 6.02
Mkt Cap.(Rs cr) 2
Buy Price 5.78
Buy Qty 5.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.08
CLOSE 6.08
VOLUME 10
52-Week high 6.08
52-Week low 6.08
P/E 6.02
Mkt Cap.(Rs cr) 2
Buy Price 5.78
Buy Qty 5.00
Sell Price 0.00
Sell Qty 0.00

Brilliant Portfolios Ltd. (BRILLIANTPORT) - Director Report

Company director report

Respected Members

Your Directors have pleasure in presenting the Twenty Fifth Annual Report and theaudited statement of accounts of the Company for the year ended March 31 2019.

FINANCIAL RESULTS (In Lakhs)
Particulars 2018-19 2017-18
Total Revenue 208.83 236.07
Total Expenses 165.92 195.03
Profit before Depreciation & Tax (PBDT) 42.91 41.04
Less: Depreciation 1.20 0.95
Profit Before Tax 41.71 40.09
Less: Provisions for taxation 9.28 1.36
Profit After Tax (PAT) 32.43 38.73
Add: Balance brought forward from previous year 243.38 212.39
Balance available for appropriations Appropriations 275.81 251.12
Statutory Reserve 6.53 7.74
Depreciation Charged off as per Revised Depreciation Guidelines - -
Balance Carried to Balance Sheet 269.28 243.38

RESULTS OF OPERATIONS

During the year under review total revenue of the Company was Rs. 208.83 Lakhs asagainst Rs. 236.07 Lakhs in the previous year. The company earned a net profit (beforetax) of Rs. 41.71 Lakhs against a net profit (before tax) of Rs. 40.09 Lakhs during theprevious year.

DIVIDEND

Keeping in view the future prospects and more need of the funds for the business of thecompany board does not recommend dividend for the year under review.

TRANSFER TO RESERVES

A sum of Rs. 652833/- was transferred NBFC Reserve Fund during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report for the year under review as requiredunder regulation 34(2)(e) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) isprovided as a separate section forming part of the Annual Report.

SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES

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

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 312019 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 312019 and of the profit 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.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

CORPORATE GOVERNANCE

The Company having paid up capital and Net worth 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 22 to the financialstatement which sets out details of related party transactions.

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.

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act 2013 Mrs. Sumitra Devi and Mr.Ravi Jain Directors of the Company are liable to retire by rotation at the ensuringAnnual General Meeting and being eligible offers herself/himself for re-appointment. TheBoard of Directors recommends her/his re-appointment.

The information on the particulars of Director eligible for appointment/re-appointmentin terms of Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 has been provided in the notes to the notice convening the AnnualGeneral Meeting.

There are no other changes in the Directors and Key Managerial Personnel of the Companyduring the year.

• 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) and 25 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.

• Formal Annual Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 and regulation 17(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.

AUDITORS AND AUDITORS' REPORT

• Statutory Auditor

As per provision of Section 139 of the Companies Act 2013 and rules framed thereunder the Members at their Twenty Second Annual General Meeting held on 30thSeptember 2016 had appointed M/s Nitin Agrawal & Associates Chartered Accountants(Registration No. 015541C) as Statutory Auditor of the Company from the conclusion ofTwenty Second Annual General Meeting till the conclusion of Twenty Seventh Annual GeneralMeeting be and is hereby ratified the appointment of M/s Nitin Agrawal & Associatesas the Statutory Auditors of the Company to hold office from the conclusion of 25thAnnual General Meeting till the conclusion of 26th Annual GeneralMeeting."

The Board of Directors (including any Committee thereof) is authorized to decide andfinalize the terms and conditions including remuneration of the Statutory Auditor."

The Notes on financial statements referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

• Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. OmPrakash Agrahari & Co. Company Secretaries in Practice to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith marked as Annexure- I to this Report.

DISCLOSURES

• Audit Committee

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:

S. No. Name Category Designation
1. Mr. Bhuvnesh Kumar Sharma Independent Director Chairman
2. Mrs. Shruti Das 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 nonexecutive 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' grievance and redressal mechanism and recommend measures to improvethe level 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:

S. No. Name Category Designation
1. Mr. Bhuvnesh Kumar Sharma Independent Director Chairman
2. Mrs. Shruti Das 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 Nonexecutive Independent Directors. The Chairman of the Nomination andRemuneration Committee is Nonexecutive and Independent Director. The Composition of theNomination and Remuneration Committee is as under:

S. No. Name Category Designation
1. Mrs. Shruti Das 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

Four meetings of the Board of Directors were held during the year i.e. on 30thMay 2018 11th August 2018 14th November 2018 and 11thFebruary 2019. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

• Particulars of Loans Investments Guarantees

The Company being Non-Banking Finance Company provisions relating to loans investmentsand guarantees given or securities provided is not applicable to the 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 Rule5(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 as amended from time to time.

• Increase in Share Capital

During the year under review the Company has not issued equity shares either with orwithout differential voting rights nor has issued any sweat equity. As on March 31 2019none of the Directors of the Company hold any convertible instruments of the Company.

• Dematerialization of Equity Shares

Equity Shares of the Company are compulsorily tradable in electronic form. As on March31 2019 78.88% of the Equity Shares are held in electronic form and 654965 EquityShares out of 3101800 Equity Shares were held in physical form. In view of the numerousadvantages offered by the Depository System the Members holding shares in physical formare advised to avail of the facility of dematerialization.

• Material Changes and Commitments

There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which these financialstatements relate and the date of this Report.

• Policy for Prevention Prohibition and Redressal of Sexual Harassment atWorkplace

The Company has in place a Policy for Prevention Prohibition and Redressal of SexualHarassment at Work Place. Appropriate reporting mechanisms are in place for ensuringprotection against Sexual Harassment and the right to work with dignity. During the yearunder review the Company has not received any complaints in this regard.

• Secretarial Standards

The Company has complied with the applicable provisions of Secretarial Standards issuedby The Institute of Company Secretaries of India.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their deep and sincere gratitude for thecontinued co-operation and support extended by the clients bankers business associatesconsultants advisors shareholders and the employees of the Company.

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: 24/05/2019 Managing Director Director
DIN:02682612 DIN: 00503731