Brilliant Port. Director Discussions


Respected Members,

Your Directors have pleasure in presenting the Twenty Ninth Annual Report and the audited statement of accounts of the Company for the year ended March 31, 2023.

FINANCIAL RESULTS

The Summary of the Company s Financial Performance for the Financial Year 2022-23 as compared to the previous Financial Year 2021-22 as given below:

(In Lakhs)

Particulars 2022-23 2021-22
Total Revenue 277.80 232.96
Less: Operating Expenses & Provisions 41.55 32.12
Profit before Interest, Depreciation & Taxes (PBIDT) 236.25 200.84
Less: Depreciation 0 0.04
Less: Interest & Finance Charges 173.11 158.47
Profit Before Tax 63.14 42.33
Less: Provisions for taxation 16.37 10.45
Profit After Tax (PAT) 46.77 31.88
Add: Balance brought forward from previous year 356.69 331.18
Balance available for appropriations 403.46 363.06
Appropriations
Statutory Reserve 9.35 6.37
Earning Per Share (EPS) (Rs.) Basis 1.51 1.03
Earning Per Share (EPS) (Rs.) Diluted 1.51 1.03
Net worth 824.36 777.59

RESULTS OF OPERATIONS

During the year under review total revenue of the Company was Rs. 277.80 Lakhs as against Rs. 232.96 Lakhs in the previous year. The company earned a net profit (before tax) of Rs. 63.14 Lakhs against a net profit (before tax) of Rs. 42.33 Lakhs during the previous year.

DIVIDEND AND RESERVE

In order to conserve resources and to meet financial requirements to implements its future plans, your board does not recommend dividend for the year under review. As required under Section 45IC of the Reserve Bank of India Act, 1934, 20% of the profits are required to be transferred to a Special Reserve Account. Accordingly, the Company has transferred Rs. 9.35/- (In Lakhs) in current year and Rs. 6.37/- (In Lakhs) in previous year to Statutory Reserve Account.

FUND RAISING

During the year under review, no fund raising activity was undertaken.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 ( the Act ) read with the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

As on March 31, 2023, the Authorized Share Capital of the Company stood at Rs. 350/- (In Lakhs) (35,00,000 Shares of Rs. 10/- each and the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands at Rs. 310.18 (In Lakhs) (comprising of 31,01,800 Equity Shares of Rs. 10/- each). During the Financial Year 2022-23, the Company has not issued any Equity Shares.

REGISTRATION AS A LOAN COMPANY

The Company is a registered Non-Banking Financial Institution - Loan Company ( NBFC-LC ) pursuant to the receipt of Certificate of Registration from the Reserve Bank of India ( RBI ), under Section 45-IA of the RBI Act.

STATUTORY DISCLAIMER

The Company is having a valid Certificate of Registration issued by RBI under Section45-IA of the RBI Act. However, RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and for discharge of liabilities by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report for the year under review as required under regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is provided 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.

DIRECTOR S RESPONSIBILITY STATEMENT

In terms of section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, your Board of Directors, to the best of its knowledge and ability confirm that:

a) In the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and 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 as at March 31, 2023 and of the profit of the Company for the year ended on that date;

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 on a going concern basis;

e) the Directors have laid down proper internal financial controls to be followed by the Company and such financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that systems are adequate and are operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has put in place adequate internal controls with reference to accuracy and completeness of the accounting records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of operations and ensures compliance with various policies and statutes in keeping with the organization s pace of growth, increasing complexity of operations, prevention and detection of frauds and errors. The design and effectiveness of key controls were tested and no material weaknesses were observed. Internal Control over financial reporting is tested and certified by Statutory Auditors.

During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

CORPORATE GOVERNANCE

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

RELATED PARTY TRANSACTIONS

During the year under review, all the related party transactions were entered in the ordinary course of business and on arm s length basis. All related party transactions as required under Indian Accounting Standards - 24 (Ind AS-24) are reported in Note 32 of Financial Statements.

Pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions that are required to be reported under Section 188(1) of the Act in the prescribed Form AOC-2.

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 CSR and take initiative thereon.

RISK MANAGEMENT POLICY

The Company considers that risk is an integral part of its business and therefore, it takes proper steps to manage all risks in a proactive and efficient manner. The Company has laid down a well defined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigate the same through a proper defined framework.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Mr. Ravi Jain, Director of the Company, is liable to retire by rotation at the ensuring Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends his re-appointment. Further, Mrs. Sumitra Devi has been resigned as the Director of the Company during the period under review.

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

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence prescribed both under the Companies Act, 2013 and regulation 16(1)(b) and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION POLICY

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

BOARD EVALUATION

As per the requirements of the Act and SEBI Listing Regulations, the Company has devised a Policy for performance evaluation of the Board, its Committees, and other individual Directors (including Independent Directors) which includes criteria for Performance Evaluation of the Non-Executive Directors and Executive Directors. The Board has carried out an annual evaluation of its own performance, its committees as well as directors individually. The Board was satisfied with the evaluation process and approves the evaluation result thereof.

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AUDITORS AND AUDITOR S REPORT

STATUTORY AUDITOR

As per provision of Section 139 of the Companies Act, 2013 and rules framed there under, the Members at their Twenty Eighth Annual General Meeting held on 25th September, 2022 had appointed M/s Sanjeev Bhargava & Associates, Chartered Accountants, (Registration No. 003724N) as Statutory Auditor of the Company from the conclusion of Twenty Eighth Annual General Meeting till the conclusion of Thirty First Annual General Meeting.

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

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 not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

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

INTERNAL AUDITOR

The Company follows a robust Internal Audit process and audits are conducted on a regular basis, throughout the year, as per the agreed audit plan. During the year under review, Mr. Aakash Bhardwaj, Advocate was appointed as Internal Auditor for conducting the Internal Audit of key functions and assessment of Internal Financial Controls, etc.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor of the Company have reported any instances of frauds committed in the Company by its Officers or Employees to the Audit

Committee under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

AUDIT COMMITTEE

The Audit Committee comprises of 3 (Three) directors. Mrs. Shruti Das is the chairman of the Audit Committee and is a Non-executive and Independent Director. All the recommendations made by the Audit Committee were accepted by the Board. Four meetings of the Audit Committee were held during the year.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprise of 3 (Three) Directors. Mr. Rameshwar Dayal Sharma is the chairman of the Stakeholders Relationship Committee and is a 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 the level of investor services.

• Details of share transfer/transmission approved by the committee and Shareholders /Investors grievance are placed at the Board meeting from time to time.

NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of 3 (Three) Directors. Mrs. Shruti Das is the chairman of the Nomination and Remuneration Committee and is a Non-executive and Independent Director.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has formulated and established a Vigil Mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement and to enable Directors and Employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and to report incidents of leak or suspected leak of unpublished price sensitive information. Adequate safeguards are provided against victimization of those who avail of the mechanism and direct access to the Chairman of the Audit Committee in exceptional cases is provided to them.

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism.

MEETINGS OF BOARD

Meetings of the Board of Directors were held during the year, i.e. on 30th May, 2022, 09th August, 2022, 14th November, 2022 and 14th February, 2023. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

PARTICULARS OF LOANS, INVESTMENTS IN SECURITIES OR GUARANTEES

The Company being Non-Banking Finance Company the provisions relating to loans, investments in securities and guarantees given or securities provided is not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of Energy

1. the steps taken or impact on the conservation of energy: Regular efforts are made to conserve energy through various means such as the use of low energy-consuming lighting, etc.

2. the steps taken by the Company for using alternate sources of energy: Since our Company is not an energy-intensive unit, utilization of alternate sources of energy may not be feasible.

3. capital investment on energy conservation equipment: Nil

b) Technology Absorption

Our Company is not engaged in manufacturing activities, therefore there is no specific information to be furnished in this regard. There was no expenditure incurred on Research and Development during the period under review.

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo is nil during the year under review.

ANNUAL RETURN AS PRESCRIBED UNDER THE ACT

The Annual Return in Form MGT-7 as required under Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014 is available on the website of the Company at http://brilliantportfolios.com/.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules, are appended to this Report as Annexure II.

SIGNIFICANT AND MATERIAL ORDERS

During the Financial Year 2022-23, there were no Significant and Material Orders passed by the Regulators / Courts/ Tribunals which would impact the going concern status of the Company and its future operations. Further, no penalties have been levied by the RBI or any other regulator during the year under review.

RESERVE BANK OF INDIA DIRECTIONS

Your Company is categorized as a non deposit taking non-systematically important non-banking finance company (NBFC). Accordingly, during the year your Company has not accepted any deposits from the public and there were no deposits which become due for repayment or renewal. Your Company has complied with the directives issued by the Reserve Bank of India, as amended from time to time.

DEMATERIALIZATION OF EQUITY SHARES

Equity Shares of the Company are compulsorily tradable in electronic form. As on March 31, 2023, 78.88% of the Equity Shares are held in electronic form and 6,54,965 Equity Shares out of 31,01,800 Equity Shares were held in physical form. In view of the numerous advantages offered by the Depository System, the Members holding shares in physical form are advised to avail of the facility of dematerialization.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted zero tolerance for sexual harassment at workplace and has formulated a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Work Place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 ( POSH Act ) and the Rules framed there under for prevention and redressal of complaints of sexual harassment at workplace. Your Company has complied with provisions relating to the constitution of Internal Committee under the POSH Act.

During the year under review, no complaints were received from any of the employees.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable provisions of Secretarial Standards issued by The Institute of Company Secretaries of India.

DETAILS OF THE APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the period under review, no application was made by or against the company, and accordingly, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

DISCLOSURE OF ONE TIME SETTLEMENT

The Company did not avail any such onetime settlement during the Financial Year. Therefore, disclosure of the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable to the Company.

MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In terms of the Securities and Exchange Board of India (Listing (Listing Regulations), the certificate, as prescribed in Part B of Schedule II of the Listing Regulations, has been obtained from Mr. Ravi Jain, Managing Director and Ashish, CFO of the company for the Financial Year 2022-23 with regard to the Financial Statements and other matters. Obligations and Disclosure Requirements) Regulations, 2015

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The provisions of Clause 34(2)(f) of SEBI (LODR) Regulations regarding the Business Responsibility and Sustainability Report is not applicable on the Company for the year under review.

LISTING

Equity Shares of your Company are listed on BSE Limited. Your Company has paid required listing fees to Stock Exchanges for FY 2023-24.

MAINTENANCE OF COST RECORDS

The maintenance of cost records, for the services rendered by the Company, is not required pursuant to Section 148 (1) of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

ACKNOWLEDGEMENTS

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

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

For and on behalf of the Board of
Brilliant Portfolios Limited
Place: New Delhi Ravi Jain Raghu Nandan Arora
Date: 31/08/2023 Managing Director Director
DIN: 02682612 DIN: 00503731