bright solar ltd share price Directors report


To,

The Members of Bright Solar Limited

Dear Shareholders,

The Board of Directors are pleased to present the companys 13th Annual Report along with the Audited Financial Statements for the financial year ended on March 31, 2023.

COMPANYS PERFORMANCE

1) FINANCIAL HIGHLIGHTS

The Companys financial performance (Standalone) for the year ended on March 31, 2023 is summarized below:

(^ in Lakhs)

PARTICULARS STANDALONE
YEAR ENDED YEAR ENDED
31.03.2023 31.03.2022
I. Net Sales/Income from Operations 2357.71 718.68
II. Other Income 44.60 30.43
III. Total Income(I+II) 2402.31 749.12
IV. Earnings Before Interest, Taxes, Depreciation and Amortization Expense 42.85 (691.18)
V. Finance Cost 3.99 6.27
VI. Depreciation and Amortization Expense 32.44 40.07
VII. Profit Before Tax (IV-V-VI) 6.42 (737.53)
VIII. Tax Expense:
i Current Tax Expense 2.23 (0.09)
ii MAT Credit 0.00 0.00
iii MAT Credit Relating to prior years 0.00 0.00
ivTax Expense Relating to prior years 0.00 0.00
v Deferred Tax (Asset)/Liabilities (1.20) (0.09)
IX. Profit After Tax (VII-VIII) 5.39 (737.44)

The Company discloses financial results on a quarterly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the website of the Company at http://www.brightsolarltd.com/investor- relations/financial-results.

2) FINANCIAL PERFORMANCE

The audited financial statements of your Company as on March 31, 2023, prepared in accordance with the relevant applicable Generally Accepted Accounting Standards and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013, forms part of this Annual Report. The key aspects of your Companys performance during the financial year 2022-23 are as follows:

During the year under review, the Company recorded revenue from operations of ^ 2357.71 lacs as compared to the previous year was ^ 718.68 lacs which is increased positively by 228 % on Y-o-Y. The Net profit is ^5.39 lacs as compared to the previous year Net Loss ^ (737.44) lacs. Hence, We have seen positive growth.

3) DIVIDEND

The Board of Directors of the company has not declared any final or interim dividend for the financial year 2022-23.

4) TRANSFER TO RESERVES

Your Company has not transferred any amount to the General Reserve and the same is retained in the Profit and loss account.

6) CHANGE IN THE REGISTERED OFFICE

During the year under review, the Company has shifted its registered office from C-103, Titanium Square, Thaltej Cross Road, S.G. Highway, Thaltej, Ahmedabad - 380059 to C-602, Titanium Square, Near Thaltej Circle, Thaltej, Ahmedabad - 380059, with effect from January 02, 2023.

7) SHARE CAPITAL

During the FY 2022-23, there is no change in Authorized share Capital, Issued, Subscribed and Paid-up Share Capital of the Company.

Authorized share capital as on the date of Balance sheet is ^30,00,00,000 (Rupees Thirty crore only) divided into 3,00,00,000 (Three Crore) of Rs. 10/- each.

The issued, subscribed, and paid-up capital is ^20,40,00,000/- (Rupees Twenty crore and forty lacs only) divided into 2,04,00,000 Equity shares of ^10/- each.

7) RIGHTS ISSUE

The Company came out with Rights issue of up to 46,00,000 fully paid-up equity shares of face value of Rs. 10/- each for cash at a price of Rs. 10.00/- (including a premium of Rs. 0.00/-) per Equity Share for an amount aggregating up to Rs. 460.00 Lakhs on a rights basis to the eligible equity Shareholders of our Company in the ratio of 2 rights Equity Shares for every 9 Fully Equity Shares held by such Eligible Equity Shareholders on the Record Date i.e. 06.02.2023. The Rights issue has fully subscribed and the total 45,99,000 equity shares has been allotted to eligible equity share holders on dated 21.04.2023.

The capital structure after the Rights issue is as under:

Particulars No.of shares Face value Amount in Rs.
Authorized Share Capital 3,00,00,000 Rs. 10/- 30,00,00,000
Paid up share capital 2,49,99,000 Rs. 10/- 24,99,90,000
Issued share capital 2,49,99,000 Rs. 10/- 24,99,90,000
Subscribed share capital 2,49,99,000 Rs. 10/- 24,99,90,000

8) DEPOSITS

During the year under review, your Company has not accepted any deposits from the shareholders and public within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s)or reenactment^) for the time being in force).

9) SUBSIDIARIES/HOLDINGS OF THE COMPANY

Our Company does not have any holding company and nor it has any subsidiary company/(ies).

10) RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

The company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though, the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the company. The require internal control systems are also put in place by the company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

11) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans Guarantees Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

12) DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Constitution of Board:

As on the date of this report, the Board comprises of following Directors.

Name of Director Category Cum Designation Date of Original Appointmen t Date of Appointment at current Term & designation Total Directo rship1 No. of Committee2 No. of Shares held as on March 31, 2023
in which Director is Member in which Director is Chairper son
Mr. Piyushkumar Babubhai Thumar Chairman & Managing Director April 23, 2010 January 25, 2018 2 2 0 9,000 Equity Shares
Mr. Ajay Raj Singh Whole- Time Director October 12, 2020 September 28, 2021 2 0 0 Nil
Mrs. Jagrutiben Rameshbhai Joshi Non-Executive Director January 05, 2018 September 28, 2018 1 0 0 Nil
Mr. Viren Makwana Independent Director December 23,2020 September 28, 2021 3 6 3 Nil
Mrs. Shivangi Gajjar Additional Non-Executive Independent Director July 23, 2021 September 28, 2021 6 5 1 Nil

lExcluding LLPs, Section 8 Company & Struck Off Companies.

2Committee includes Audit Committee, and Stakeholders Relationship Committee across all Public Companies.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act").Further, in pursuance of Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

13) DISCLOSURE BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR- 8 and declaration as to compliance with the Code of Conduct of the Company.

14) BOARD MEETING

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are called & convened, as and when required, to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 12 (Twelve) times on April 09, 2022, May 30, 2022, May 31, 2022, September 08, 2022, November 15, 2022, January 02, 2023, January 10, 2023, January 11, 2023, February 02, 2023, March 01, 2023, March 02, 2023, and March 24, 2023. Pursuant to Section 173 of the Companies Act, 2013, the time gap between the two consecutive Board Meetings shall not be more than 120 days.

The details of attendance of each Director at the Board Meeting and Annual General Meeting held during the year are given below:

Name of Director Mr. Piyushkumar Thumar Mr. Ajay Raj Singh Mrs. Jagrutiben Rameshbhai Joshi Mr. Viren Makwana Mrs. Shivangi Gajjar
Number of Board Meeting held 12 12 12 12 12
Number of Board Meetings Eligible to attend 12 12 12 12 12
Number of Board Meeting attended 12 12 12 12 12
Presence at the previous 12 th AGM of F.Y. 2021-22 held on 30/09/2022 Yes Yes Yes Yes Yes

15) GENERAL MEETINGS

During the year under review, 1 (one) General Meeting was held, the details of which is given as under:

Sr. Type of General Meeting Date of General Meeting
1. 12th Annual General Meeting September 30, 2022

16) INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the act that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

The Policy for selection of Directors and determining Directors independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Companys operations. The said policy is put up on the Companys website and can be accessed at http://www.brightsolarltd.com/investor-relations/terms-of-appointment-of-independent-director.

17) INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of Section 152 and other applicable provisions if any of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) Mr. Mr. Ajay Raj Singh (DIN: 07160204), Whole Time Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

During the year under review, Mr. Mukesh Tolia, Chief Financial Officer (CFO) has resigned w.e.f April 09, 2022 due to personal reasons and Mr. Parth Jethva was appointed as a Chief Financial Officer (CFO) of the company w.e.f. January 10, 2023.

During the year under review, Mr. Sahul Jotaniya, Company Secretary & Compliance officer of the Company has resigned w.e.f May 31, 2022 due to personal reasons and Mr. Ritendrasinh Rathore was appointed as a Company Secretary & Compliance officer (CS) of the Company w.e.f. January 10, 2023.

Further, during the year under review; other KMP, i.e. Mr. Piyushkumar Thumar, Chairman and Managing Director of the company continues his designation.

18) BOARD DIVERSITY AND EVALUATION

The Company recognizes and embraces the importance of a diverse board in overall success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender that will help us retain our competitive advantage.

Pursuant to provisions of Companies Act, 2013 and Rules made there under, SEBI Listing Regulations and Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 05, 2017, The Board of Directors has carried out an annual evaluation of its own performance, performance of Individual Directors, Board Committee including the Chairman of the Board on the basis of composition and structure, attendance, contribution, effectiveness of process, information, functions and various criteria as recommended by Nomination and Remuneration Committee. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Executive and Non- Executive and Non-Independent Directors (including the Chairman) were also evaluated by the Independent Directors at the separate meeting held on 24th March, 2023 between the Independent Directors of the Company.

19) PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of their own performance board committees and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc. In addition, the chairman was also evaluated on the key aspects of his role.

20) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that:

a) In preparation of Annual Accounts for the year ended March 31, 2023 the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors have selected such accounting policies and applied them consistently and have 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 at the end of the Financial Year and of the profit or loss of the Company for that year;

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 for the year ended March 31, 2023 on going concern basis;

e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21) COMMITTEE OF BOARD

The Board of Directors in line with the requirement of the act has formed various committees, details of which are given hereunder:

A. AUDIT COMMITTEE

The Board of Directors had formed Audit Committee in line with the provisions of Section 177 of the Companies Act, 2013. The detailed terms of reference of the committee are as provided in Section 177(8) of the Companies Act, 2013. The Board has accepted the recommendations of the Audit Committee as and when given.

Present Composition of Audit Committee as on 31.03.2023 is as below:

Name DIN Designation
Mr. Viren Rajeshkumar Makwana 09007676 Chairperson
Mrs. Shivangi Bipinchandra Gajjar 07243790 Member
Mr. Piyushkumar Babubhai Thumar 02785269 Member

The Audit Committee met 4 (Four) times during the Financial Year 2022-23, on May 30, 2022, September 08, 2022, November 15, 2022, and March 24, 2023.

The composition of the Committee and the details of meetings attended during the year under review by its members are given below:

Name of the Directors Category Designation Number of meetings during the Financial Year 2022-23
Held Eligible to attend Attended
Mr. Viren Makwana Independent Director Chairperson 4 4 4
Mr. Piyushkumar Thumar Chairman and Managing Director Member 4 4 4
Mrs. Shivangi Gajjar Independent Director Member 4 4 4

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Further, the Company Secretary of the Company is acting as Company Secretary to the Audit Committee.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behaviour actual or suspected fraud or violation of Companys Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at the link as per below:

http://www.brightsolarltd.com/images/investor-relations/policies/whistle blowerpolicy.pdf

B. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors in has formed Stakeholders Relationship Committee. The Stakeholder Relationship Committee has been constituted as per the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is entrusted with the responsibility of addressing the Shareholders/Investors complaints with respect to transfer of shares, transmission, issue of duplicate share certificates, splitting and consolidation of shares, Non-receipt of Share Certificates, Annual Report, Dividend etc.

Present Composition of Stakeholder Relationship Committee:

Name DIN Designation
Mr. Viren Rajeshkumar Makwana 09007676 Chairperson
Mrs. Shivangi Bipinchandra Gajjar 07243790 Member
Mr. Piyushkumar Babubhai Thumar 02785269 Member

During the year under review, Stakeholders Relationship Committee met 3 (Three) time viz on May 30, 2022 and January 10, 2023 and March 24, 2023.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of the Directors Category Designation Number of meetings during the Financial Year 2022-23
Held Eligible to attend Attended
Mr. Viren Makwana Independent Director Chairperson 3 3 3
Mr. Piyushkumar Thumar Chairman and Managing Director Member 3 3 3
Mrs. Shivangi Gajjar Independent Director Member 3 3 2

During the year under review, the Company had not received any complaint from the Shareholder. And there was no complaint unresolved as on March 31, 2023.

C. NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act 2013. The detailed terms of reference of the Committee are as per Section 178 of the Companies Act, 2013.

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration as recommended by the Nomination & Remuneration Committee.

The details of program for familiarization of Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company and related matters are put upon the website of the company.

Present Composition of Nomination & Remuneration Committee:

Name DIN Designation
Mr. Viren Rajeshkumar Makwana 09007676 Chairperson
Mrs. Shivangi Bipinchandra Gajjar 07243790 Member
Mrs. Jagrutiben Rameshbhai Joshi 07737814 Member

During the year under review Nomination and Remuneration Committee met 2 (Two) time viz on, September 08, 2022 and March 24, 2023. The composition of the Committee and the details of meetings attended by its members are given below:

Name of the Directors Category Designation Number of meetings during the Financial Year 2022-23
Held Eligible to attend Attended
Mr. Viren Makwana Independent Director Chairperson 2 2 2
Mrs. Jagrutiben Joshi Non-Executive Director Member 2 2 2
Mrs. Shivangi Gajjar Independent Director Member 2 2 2

Nomination and Remuneration Policy

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at http://www.brightsolarltd.com/images/investor- relations/policies/nomination-and-remuneration-policy.pdf.

21) ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 is available on the Companys website and can be accessed at http://www.brightsolarltd.com/investor-relations/Annual-Report.

22) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE OF THE COMPANY

The Company has joint venture in the name of VC PROJET BSL (JV) as below:

SR. No. Name and Address of the Joint Venture Address of Registered Office Nature of Business
1. VC PROEJCT BSL (JV) 2A, New York Corner, B/h. Kiran Motors, Opp. Rajpath Club, Bodakdev, Thaltej, Ahmedabad- 380015, Gujarat. To carry the business of Solar related projects, Infra projects and Rural water supply projects.

Pursuant to Provision of 129(3) read with rule 5 of Companies (Accounts) Rules, 2014, Form AOC-1 (Statement containing salient features of the Financial Statement of Joint venture is attached as a ANNEXURE-1.

Company does not have any Associate Company or Subsidiary Company as on March 31, 2023.

23) RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. Your Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

The details of the related party transactions for the financial year 2022-23 is given in notes of the financial statements which is part of Annual Report.

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company at http://www.brightsolarltd.com/images/investor-relations/policies/policy-on-related- party-transactions.pdf.

24) SECRETARIAL STANDARDS OF ICSI

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

25) PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The ratio of the remuneration of each whole-time director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as a Statement of Disclosure of Remuneration (Annexure - II).

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in this regard.

26) MATERIAL CHANGES AND COMMITMENT

The Company has adopted a new line of Business I.e. Agricultural Drone service provider. "Agriculture Drones" which is usable for Farmers for crop assessment, digitization of land records, spraying of pesticides and nutrients. This new Product is belongs to Agricultural Industry Similar which is currently working like Solar Agriculture Pump. Moreover, The Company has entered into an agreement with Amul dairy for providing Drone related services.

27) SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

Further, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review there were no incidences of sexual harassment reported.

28) ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 as amended from time to time is annexed to this Report as Annexure -III.

29) REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

30) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure - IV".

31) CORPORATE GOVERNANCE

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavour to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on Emerge Platform of National Stock Exchange Limited (NSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

32) AUDITORS

A) Statutory Auditor

M/s. Nirav S. Shah & Co., Chartered Accountant Firm (Firm Reg. No. 130244W) was appointed as Statutory Auditor of the company to hold office from the conclusion of the 11th Annual General Meeting till conclusion of the 16th Annual General Meeting to be in the calendar year 2026.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B) Internal Auditor

M/s. VCAN & Co., Chartered Accountants (FRN: 125172W), has conducted internal audit of the Company for FY 2022-23. The report of Internal Auditor was reviewed by the Audit Committee and Board of Directors in their meeting held on May 31, 2023. During the year, the Company continued to implement his suggestions and recommendations to improve the control environment, their scope of works includes, review of processes for safeguarding the assets of the company, review of operational efficiency, effectiveness the assets of the company, review of operational efficiency, effectiveness of systems and process, and assessing the internal control strengths in all areas.

C) Secretarial Auditor and Their Report

The Company has appointed M/s. Payal Dhamecha & Associates, Company Secretaries in practice, to conduct the secretarial audit of the Company for the Financial Year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the Financial Year 2022-23 is annexed to this report as an Annexure - V.

The Secretarial Auditor has mentioned few remarks in their Secretarial Audit report. The Board of directors has provided their justifications as below:

1. During the year under review, following forms were filed with delay, details of which are as follows:-

Sr. No. Form Particulars Due Date Filing Date Delay in days
1 MGT-14 Approval of right issue February 10, 2023 April 25, 2023 74 Days
2 AOC- 4 XBRL Filling of Financials with ROC October 29, 2022 February 28, 2023 122 Days
3 MGT-15 Filling of Report on October 29, March 01, 123 Days
Annual General Meeting 2022 2023
4 MGT-14 Filling of AGM Resolutions October 29, 2022 March 03, 2023 126 Days

Board Clarification: Inadvertently the Company failed to file above Forms on time. Hence, Filed with Penalty.

2. During the year under review, the company has given intimation of board meeting as per regulation 29(2) of (Listing Obligations and Disclosure Requirements) Regulations, 2015 with a delay of 01 days.

Further as per Regulation 52(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the company had not submitted unaudited financial result for the half year ended on September 30, 2022 within Forty Five days from the end of the half year ended. Further the company has submitted the results with delay of 01 day. Also, Company had filed XBRL of financial result with a delay of 03 days.

Board Clarification: The delay occurred because there was no Company Secretary & Compliance officer appointed on that period.

3. During the year under review, there was delay in reporting of information of Designated Persons under System Driven Disclosures (SDD), i.e. Change (Addition/Deletion) in Designated Persons was not updated on the same day as required under SEBI Circular No. SEBI/HO/ISD/ISD/CIR/P/2020/168 dated September 9, 2020.

Board Clarification: The Board would like to clarify that initially the Company has maintained the SDD requirements into excel format and carried out all necessary entries pursuant to SEBI prohibition of Insider trading regulations, 2015 in that excel file and to maintain it s non tamperable nature, we strictly implemented a password of file. Further the Company has now already installed the SDD software, which is non tamperable, which adhere all requirements of SEBI prohibition of Insider trading regulations, 2015.

4. Company has not complied Regulation 3(5) and/or Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 for FY 2022-23 for Part of the Year as data in Excel cannot be non Tamperable with time stamping nor audit trails could be conducted. Company had purchased SDD Software from Orion Legal Supplies on January 20, 2023. Company was maintaining details of all UPSI related information in excel format till December 31, 2022. Company has maintained database as per PIT Regulations for Last quarter in Software.

Board Clarification: The Board would like to clarify that initially the Company has maintained the SDD requirements into excel format and carried out all necessary entries pursuant to SEBI prohibition of Insider trading regulations, 2015 in that excel file and to maintain it s non tamperable nature, we strictly implemented a password of file. Further the Company has now already installed the SDD software, which is non tamperable, which adhere all requirements of SEBI prohibition of Insider trading regulations, 2015.

5. During the year under review, Company has not complied with provision of Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pursuant to maintenance of website i.e. Company is having functional website but it is not updated.

Board Clarification: The Board took note of the above observation and will assure to maintain/update the website of the Company on immediate basis.

33) WEBSITE

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely "www.brightsolarltd.com" containing basic information about the Company.

The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

34) INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There has not been an occasion in case of the Company during the year to transfer any sums or shares to the Investor Education and Protection Fund.

35) LISTING AT STOCK EXCHANGE

The Equity Shares of the Company continue to be listed on the NSE Emerge SME Platform.

36) CORPORATE SOCIAL RESPONSIBILITY

Provisions pertaining to Corporate Social Responsibility of Section 135 of the Companies Act, 2013 are not applicable to the Company, hence there is nothing to mention for the year under review.

37) GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act and listing regulations to the extent the transactions took place on those items during the year. Your directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) Annual Report and other compliance on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

The details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year along with their status as at the end of the financial year: during the financial year 2022-23, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report.

On February 2022, G.L.E India Solar Private Limited has filed an application under IBC code, 2016 against your company at NCLT, Ahmedabad bench having case no. C.P. (IB) - 66/2022 and the matter is currently pending for legal proceedings.

38) ACKNOWLEDGEMENT

Your directors acknowledge the dedicated service of the employees of the company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, business partners and other stakeholders.

For and on behalf of the Board of Directors
Sd/-
Place: Ahmedabad Piyushkumar Babubhai Thumar Chairman & Managing Director
Date: September 05, 2023 (DIN:02785269)