To
The Members,
B-RIGHT REALESTATE LIMITED
Your Director?s have pleasure in presenting the 18th
Annual Report of B-Right Realestate Limited (the Company) together with the
Audited Statement of Accounts of your Company for the year ended March 31, 2025.
DISCLOSURE OF FINANCIAL SUMMARY OR HIGHLIGHTS
|
Standalone |
Consolidated |
| Particulars |
For the Year ended 31st March,
2025 |
For the Year ended 31st March,
2024 |
For the Year ended 31st March,
2025 |
For the Year ended 31st March,
2024 |
| Total Income |
773.00 |
662.31 |
10490.06 |
4227.87 |
| Profit Before Tax |
57.72 |
261.56 |
838.49 |
863.67 |
| Less: Current Tax |
-- |
-- |
403.16 |
310.69 |
| Deferred Tax |
(1.58) |
20.71 |
(1.65) |
20.75 |
| Income Tax earlier years |
-- |
-- |
-- |
-- |
| Profit For The Year |
59.30 |
240.86 |
169.21 |
243.00 |
| Add: Balance in Profit |
2887.77 |
2647.09 |
2879.70 |
2644.75 |
| and Loss Account |
|
|
|
|
| Add: Transfer from reserves |
- |
- |
- |
(8.05) |
| Sub Total |
2947.07 |
2887.94 |
3048.91 |
2879.70 |
| Less: Appropriation |
|
|
|
|
| Adjustment relating to |
-- |
-- |
-- |
-- |
| Fixed Assets |
|
|
|
|
| Income tax Refund |
-- |
-- |
-- |
-- |
| Less: Interest on IT and |
-- |
-- |
-- |
-- |
| TDS w off |
|
|
|
|
| Income tax Demand |
-- |
(0.17) |
-- |
-- |
| Profit & Loss A/c |
2947.07 |
2887.77 |
3048.91 |
2879.70 |
| Closing Balance |
|
|
|
|
| Securities Premium |
-- |
-- |
-- |
-- |
| Reserve |
|
|
|
|
| Opening Balance |
10041.66 |
10041.66 |
10041.80 |
10041.80 |
| Add: Current Year |
-- |
-- |
-- |
-- |
| Transfer |
|
|
|
|
| Less: Bonus issue to existing Shareholders |
-- |
-- |
-- |
-- |
| Less: Written Back in |
-- |
-- |
-- |
-- |
| Current Year |
|
|
|
|
| Closing Balance |
10041.66 |
10041.66 |
10041.80 |
10041.80 |
| Reserves & Surplus |
12988.72 |
12929.43 |
13090.71 |
12921.50 |
STATE OF THE COMPANY?S AFFAIRS:
Your Company is primarily engaged in the business of Real Estate
Development and Construction Activities.
The Standalone Total Income of the Company stood at Rs. 773 Lakhs for
the year ended March 31, 2025 as against Rs. 662.31 Lakhs in the previous year.
The Standalone Company made a Net Profit after tax of Rs. 59.30 Lakhs
for the year ended March 31, 2025 as compared to Rs. 240.86 Lakhs in the previous year.
The Consolidated Total Income is Rs. 10,490.06 Lakhs for the financial
year ended March 31, 2025 as against Rs. 4,227.87 Lakhs during the previous financial
year.
The Consolidated Net Profit is Rs. 169.21 Lakhs for the year ended
March 31, 2025 as compared to the Net Profit of Rs. 243.00 Lakhs in the previous year.
The management is of the opinion that in the coming future as the
overall situation seems to be improving and Directors are optimistic about Company?s
business and hopeful of better performance with increased revenue in next year.
There has been no change in the business of the Company during the
financial year ended March 31, 2025.
SHARE CAPITAL:
The Authorized Share Capital of the Company is Rs. 11,00,00,000/-
(Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crores Ten Lacs) Equity Shares
of Rs. 10/- each.
The Issued and Paid-up capital of the company consist of Rs.
10,33,12,000/- (Rupees Ten Crores Thirty-Three Lakhs Twelve Thousand Only) divided into
1,03,31,200 Equity Shares of Rs. 10/- each.
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 BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES:
No provision is made by Company for purchase of its own shares by
employees or by trustees for the benefit of employees.
ISSUANCE OF DEBENTURES:
The Company did not issue any debenture(s) during the year.
The Company has received approval from members by way of postal ballot
to raise funds upto Rs. 100 Crore through issuance of equity shares or other eligible
securities or by way of borrowing of funds (debt).
DEPOSITORY SYSTEM:
Your Company?s Equity Shares are available for dematerialisation
through National Securities Depository Limited and Central Depository Services (India)
Limited. As on March 31, 2025, 100% of the Equity Shares of the Company were held in
dematerialised form.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of
Annual Return for the Financial Year ended March 31, 2025 has been hosted on the
Company?s website under the web link of https://b-rightgroup.com.
DISCLOSURE OF CHANGE IN NATURE OF BUSINESS:
The Company is engaged in the business of Real-Estate Development and
Construction Activities. There has been no change in the business of the Company during
the financial year ended 31st March, 2025.
DISCLOSURE RELATING TO AMOUNTS IF ANY, WHICH IS PROPOSED TO CARRY TO
ANY RESERVES:
For the financial year ended 31st March, 2025, your Company has not
proposed to carry or transfer any amount to any other specific reserve account.
DISCLOSURES RELATING TO AMOUNT TO BE RECOMMENDED TO BE PAID AS
DIVIDEND:
The Board of Directors of your Company, after considering holistically
the relevant circumstances has decided that it would be prudent, not to recommend any
Dividend for the year under review and retain the profits of the Company for its future
growth.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
Since there was no unpaid/unclaimed Dividend in the books or any Unpaid
Dividend declared and paid last year, the provisions of Section 125 of the Companies Act,
2013 do not apply to your Company.
DETAILS RELATED TO DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT,
2013:
Under the Deposit Regulations as amended time to time, a Company is
permitted to accept Deposits subject to applicable provisions, to the extent of 10% of the
aggregate of the paid-up share capital, securities premium account and free reserves from
its Members and 25% of the aggregate of the paid- up share capital, securities premium
account and free reserves from the public after prior approval by way of special
resolution passed by the members in this regard. Requisite approval was obtained from the
Members of the Company and was introduced to meet up the working capital of the company in
September 23, 2024 in compliance with the Deposit Regulation. The company has also
obtained credit rating from Infomerics Valuation and Rating Private Limited (IVR
BBB-/Stable (Triple B Minus with Stable Outlook).
The details relating to Deposits, covered under chapter V of the Act
are as under. a. Accepted during the Year: Rs. 1,09,87,180/- b. Remained unpaid or
unclaimed as at the end of the Year: Nil c. Whether there has been any default in
repayment of deposits or payment of interest thereon during the year and if so, number of
such cases and the total amount involved:
i. At the beginning of the year: Nil ii. Maximum during the year: Nil
iii. At the end of the year: Nil
There are no deposits that have been accepted by the Company that are
not in compliance with the requirements of Chapter V of the Act.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENT UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:
Details of loans, guarantee and investments under the provisions of
section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its
powers) Rules, 2014 as on March 31, 2025 are set out in relevant notes to accounts of the
Standalone Financial Statements of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE
OUTGO: Details regarding Energy Conservation: Since the Company does not fall under
the list of industries, which should furnish this information, the question of furnishing
the same does not arise.
Details regarding Technology Absorption: Company is not involved
into any kind of manufacturing activities. Therefore, no technology absorption is
required.
Details regarding Foreign Exchange Earnings and Outgo: There have
been neither any earnings nor outgoing of foreign exchange during the year under review.
DISCLOSURES IN DIRECTOR RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms that:
a) In the preparation of the annual accounts the applicable accounting
standards had been followed along with proper explanation relating to material departures.
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 at the end of
financial year and of the profit and loss of the Company for that period. c) The Directors
have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Act 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) That internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f) That the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws were in place and were adequate and operating
effectively.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
The Company has received approval of members by way of postal ballot to
migrate Listing/Trading of Equity Shares of the company from BSE SME Platform to the Main
Board of BSE Limited, National Stock Exchange of India Limited or any other recognized
Stock Exchange.
Further, the members have also resolved by way of postal ballot to
raise funds upto Rs. 100 Crore through issuance of equity shares or other eligible
securities or by way of borrowing of funds (debt).
Except as disclosed above or elsewhere in this report, no material
changes and commitments, affecting the financial position of the Company, which have
occurred between the end of the financial year of the Company to which the financial
statements relate and the date of the report.
STATUTORY AUDITOR:
In terms of the first proviso to Section 139 of the Companies Act,
2013, at the Annual General Meeting held on Monday, 23rd September, 2024, M/s.
JMMK & Co, Chartered Accountants (Firm Registration Number: 120459W), who were
reappointed as the Statutory Auditor of the Company to hold office from the Conclusion of
that Annual General Meeting till the conclusion of the Annual General Meeting to be held
for the Financial year 2028-2029 at a remuneration to be fixed by the Board of Directors
in consultation with the auditors, plus applicable GST and reimbursement of out of pocket
expenses incurred by them for the purpose of audit.
SECRETARIAL AUDITOR:
In terms of Section 204 of the Companies Act, 2013 and Rules made there
under, M/s. Rinkesh Gala & Associates, Practicing Company Secretaries (C.O.P. No.:
20128), Mumbai was appointed as the Secretarial Auditor of the Company for the
financial year 2024-2025.
The Secretarial Audit Report along with the Secretarial Compliance
Report for the financial year ended March 31, 2025 is set out in "Annexure I" to
this Report.
Whereas, it is proposed in the Annual General Meeting of the Company to
appoint M/s. DSM & Associates, Practicing Company Secretary, as the Secretarial
Auditor of the Company for the period of 1 year i.e. for the Financial Year 2025-26.
INTERNAL AUDITOR:
Pursuant to section 138(1) of Companies Act, 2013 read with the Company
(Accounts) Rules, 2014, M/s. DMS & Co, Chartered Accountant Firm (Firm Registration
Number: 001169C) was appointed as an Internal Auditor for the financial year 2024-25.
The Internal Auditor conducts the internal audit of the functions and operations of the
Company and reports to the Audit Committee and Board quarterly.
BOARD?S COMMENT ON AUDITORS REPORT:
The Statutory Auditors Report for Financial Statement on Standalone and
Consolidated basis for the Financial Year 2024-2025, when read together with the relevant
notes to the accounts and accounting policies was self-explanatory and do not call for any
further comment.
MEETINGS OF BOARD OF DIRECTORS:
The Board met Six (6) times during the financial year ended March 31,
2025. The intervening gap between the meetings was within the period prescribed under the
Act and the Listing Regulations.
| Sl. No |
Date of Meeting |
Total Number of Directors as on the date
of the meeting |
Attendance Number of Director attended |
% of attendance |
| 1 |
27.05.2024 |
6 |
6 |
100 % |
| 2 |
28.08.2024 |
6 |
6 |
100 % |
| 3 |
14.10.2024 |
4 |
4 |
100 % |
| 4 |
14.11.2024 |
4 |
4 |
100 % |
| 5 |
10.01.2025 |
4 |
4 |
100 % |
| 6. |
26.03.2025 |
4 |
4 |
100 % |
SEPARATE MEETING OF INDEPENDENT DIRECTOR:
In terms of requirement of Schedule IV of the Companies Act, 2013,
Independent Director had a separate meeting on March 26, 2025 without the attendance of
Non-Independent Director and Members of management. All the Independent Directors were
present at the said meeting. The activities prescribed in paragraph VII of Schedule IV to
the Act were carried out at the said meeting.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
Pursuant to section 134(3)(d) of the Act, your Company confirm having
received necessary declarations from all the Independent Directors under section 149(7) of
the Companies Act, 2013 and declaring that they meet the criteria of independence laid
down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
DETAILS OF THE DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board Composition and Size:
An enlightened Board sets the tone for a positive leadership culture
which is essential for the long-term success of the company. By prioritizing strategic
decision-making and fostering a collaborative environment, our Board members play a
crucial role in achieving the organization?s growth while maintaining sustainable
growth. Their vision and guidance empower the management and employees at all levels to
contribute effectively ultimately leading to a thriving company.
Our Board brings together a blend of unique skills, qualities,
viewpoints, and expert knowledge in key and technical areas concerning the field of
business and are from a range of diverse backgrounds. The Board as part of its succession
planning exercise, periodically reviews its composition to ensure that the same is closely
aligned with the strategy and long-term needs of the Company.
The Board of Directors of the company has an optimum combination of
Executive and Non-Executive Independent Directors with rich professional experience and
background. As on March 31, 2025, the Company?s Board Consists of 4 Directors as
follows:
| NAME OF THE DIRECTOR |
DIN |
CATEGORY |
| Sanjay Nathalal Shah |
00003142 |
Whole Time Director |
| Paras Mal Jain |
02987070 |
Independent Director |
| Bhumi Bakulesh Tolia |
09471612 |
Independent Director |
| Anirudh Salla |
10044437 |
Non-Executive Director |
During the period under review, Mr. Paras Hansrajbhai Desai (DIN:
07302022) has retired from the designation of Managing Director with effect from September
23, 2024.
During the period under review, Mrs. Amisha Sanjay Shah (DIN: 01534264)
has resigned from the designation of Non-Executive Director with effect from August 28,
2024.
Key Managerial Personnel (KMP):
As on the date of this report, the following are the Key Managerial
Personnel (KMPs) of the Company as per section 2(51) read with Section 203 of the Act:
| NAME OF THE KEY MANAGERIAL PERSONNEL |
DESIGNATION |
| Jinal Mukeshkumar Mehta |
Chief Financial Officer |
| Bhagyashree Mehadia |
Company Secretary & Compliance Officer |
During the year under review, Mr. Gaurav Anand, former Company
Secretary and Compliance officer of the Company tendered his resignation on March 29, 2025
from the said position and consequently, the Board of Directors appointed Ms. Bhagyashree
Mehadia as the Company Secretary and Compliance Officer of the Company with effect from
June 19, 2025.
During the year under review, Mrs. Jinal Mukeshkumar Mehta, former
Chief Financial Officer (CFO) of the Company tendered her resignation on October 14, 2024
from the said position and consequently, the Board of Directors appointed Mr. Anand Mahesh
Chirania as Chief Financial Officer (CFO) with effect from October 14, 2024.
Further, Mr. Anand Mahesh Chirania has resigned from the said
designation on January 09, 2025 and to fill the vacancy Mrs. Jinal Mukeshkumar Mehta was
appointed as Chief Financial Officer (CFO) of the Company with effect from March 26, 2025.
During the year under review, Mr. Nishikant Dhanraj Shimpi was
appointed as Chief Executive Officer of the Company on October 14, 2024 and he resigned
from the said designation on January 09, 2025.
PERFORMANCE EVALUATION:
The Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual Directors pursuant to the provisions of the
Companies Act, 2013.
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 process, information and functioning etc.
The Board was of the view that the performance of the Board as a whole
was adequate and fulfilled the parameters stipulated in the evaluation framework in its
pro-growth activity. The Board also ensured that the Committee functioned adequately and
independently in terms of the requirements of the Companies Act, 2013.
Further the individual Directors fulfilled their applicable
responsibilities and duties laid down by the Companies Act, 2013 and at the same time
contributed with their valuable knowledge, experience and expertise to grab the
opportunity and counter the adverse challenges faced by the Company during the year.
BOARD COMMITTEES:
The Company has constituted the following Statutory Committees of the
Board of Directors. They are: A. Audit Committee B. Nomination & Remuneration
Committee
C. Shareholders & Investor?s Grievance Committee D. Finance
Committee (Non-Mandatory Committee)
The composition of various committee is as follows:
A. AUDIT COMMITTEE:
| Sr. No. Members |
DIN |
Designation |
| 1 Paras Mal Jain |
02987070 |
Chairman |
| 2 Bhumi Bakulesh Tolia |
09471612 |
Member |
| 3 Anirudh Salla |
10044437 |
Member |
During the period under review, the Audit Committee has been
reconstituted due to completion of tenure as Managing Director of Mr. Paras Hansrajbhai
Desai (DIN: 07302022) former Member of the Audit Committee and consequently, Mr. Anirudh
Salla has been appointed as Member of the Audit Committee.
The Company Secretary acts as the Secretary of the Audit Committee.
B. NOMINATION & REMUNERATION COMMITTEE:
| Sr. No. Members |
DIN |
Designation |
| 1 Bhumi Bakulesh Tolia |
09471612 |
Chairman |
| 2 Paras Mal Jain |
02987070 |
Member |
| 3 Anirudh Salla |
10044437 |
Member |
During the period under review, the Nomination & Remuneration
Committee has been reconstituted due to completion of tenure as Managing Director of Mr.
Paras Hansrajbhai Desai (DIN: 07302022) former Member of the Nomination & Remuneration
Committee and consequently, Mr. Anirudh Salla has been appointed as Member of the
Nomination & Remuneration Committee.
The Company Secretary acts as the Secretary of the Nomination &
Remuneration Committee.
C. SHAREHOLDERS & INVESTOR?S GRIEVANCE COMMITTEE:
| Sr. No. Members |
DIN |
Designation |
| 1 Paras Mal Jain |
02987070 |
Chairman |
| 2 Bhumi Bakulesh Tolia |
09471612 |
Member |
| 3 Anirudh Salla |
10044437 |
Member |
During the period under review, the Shareholders & Investor?s
Grievance Committee has been reconstituted due to completion of tenure as Managing
Director of Mr. Paras Hansrajbhai Desai (DIN: 07302022) former Member of the Shareholders
& Investor?s Grievance Committee and consequently, Mr. Anirudh Salla has been
appointed as Member of the Shareholders & Investor?s Grievance Committee.
The Company Secretary acts as the Secretary of the Shareholders &
Investor?s Grievance Committee.
D. FINANCE COMMITTEE: Non- Mandatory Committee
| Sr. No. Members |
DIN |
Designation |
| 1 Paras Mal Jain |
02987070 |
Chairman |
| 2 Anirudh Salla |
10044437 |
Member |
| 3 Sanjay Nathalal Shah |
00003142 |
Member |
During the period under review, Mrs. Amisha Sanjay Shah (DIN: 01534264)
former Member of the Finance Committee has resigned from the said designation and
consequently, Mr. Anirudh Salla has been appointed as Member of the Finance Committee.
The Company Secretary acts as the Secretary of the Finance Committee.
COMMITTEE MEETINGS HELD DURING THE FY 2024-25:
Audit Committee Meeting:
| Sl. No |
Date of Meeting |
Total Number of Members as on the date of
the meeting |
Attendance Number of members attended |
% of attendance |
| 1 |
27.05.2024 |
3 |
3 |
100 % |
| 2 |
28.08.2024 |
3 |
3 |
100 % |
| 3 |
14.10.2024 |
3 |
3 |
100 % |
| 4 |
14.11.2024 |
3 |
3 |
100 % |
| 5 |
10.03.2025 |
3 |
3 |
100 % |
Nomination & Remuneration Committee Meeting:
| Sl. No |
Date of Meeting |
Total Number of Members as on the date of
the meeting |
Attendance Number of members attended |
% of attendance |
| 1 |
27.05.2024 |
3 |
3 |
100 % |
| 2 |
23.09.2024 |
3 |
3 |
100 % |
| 3 |
14.10.2024 |
3 |
3 |
100 % |
| 4 |
09.01.2025 |
3 |
3 |
100 % |
| 5 |
26.03.2025 |
3 |
3 |
100 % |
| 6 |
29.03.2025 |
3 |
3 |
100 % |
Shareholders & Investor?s Grievance Committee Meeting:
| Sl. No |
Date of Meeting |
Total Number of Members as on the date of
the meeting |
Attendance Number of members attended |
% of attendance |
| 1 |
26.03.2025 |
3 |
3 |
100 % |
Finance Committee: Non-Mandatory Committee Meeting:
| Sl. No |
Date of Meeting |
Total Number of Members as on the date of
the meeting |
Attendance Number of members attended |
% of attendance |
| 1 |
28.06.2024 |
3 |
3 |
100 % |
| 2 |
29.08.2024 |
3 |
3 |
100 % |
| 3 |
28.11.2024 |
3 |
3 |
100 % |
CODE OF CONDUCT:
The Board has adopted the Code of Conduct for members of the Board and
Senior Management personnel of the Company. The Code lays down, in detail, the standards
of business conduct, ethics and governance. Code of Conduct has also been posted on the
Company?s website https://b-rightgroup.com.
NOMINATION AND REMUNERATION POLICY:
The Company has adopted Nomination and Remuneration Policy in
accordance with the provisions of Companies Act, 2013 read with Rules issued there under
and SEBI Listing Regulations. The said Policy of the Company, inter alia, provides that
the Nomination and Remuneration Committee shall formulate the criteria for appointment of
Executive, Non-Executive Director, and Independent Directors on the Board of Directors of
the Company and persons in Senior Management of the Company, their remuneration including
determination of qualifications, positive attributes, independence of Directors and other
matters as provided under subsection (3) of section 178 of Companies Act, 2013 (including
any statutory modification(s) or reenactment (s) thereof for time being in force). The
Policy is also available on the website of the Company. Website Link:
https://b-rightgroup.com.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In line with the provisions of the Section 177(9) of the Companies Act,
2013 and the Regulation 22 of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, your Company has adopted Whistle Blower Policy, as part of vigil
mechanism to provide appropriate avenues to the Directors and employees to bring to the
attention of the management any issue which is perceived to be in violation of or in
conflict with the fundamental business principles of the Company. This vigil mechanism
provides for adequate safeguards against victimization of employees and directors who
avail of the vigil mechanism and also provide for direct access to the chairperson of the
Audit committee, in exceptional cases. The Company Secretary is the designated officer for
effective implementation of the policy and dealing with the complaints registered under
the policy. The Vigil mechanism / Whistle Blower Policy is available on the website of the
Company at https://b-rightgroup.com.
PARTICULARS OF THE EMPLOYEES AND REMUNERATION:
The remuneration paid to Directors is in accordance with Nomination and
Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013
and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The information required under section 197 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including
any statutory modification(s) or re-enactment(s) thereof for the time being in force) in
respect of Directors /employees of the Company is set out in the "Annexure-II"
to this report.
RETIRE BY ROTATION:
Retire by Rotation- Mr. Anirudh Salla
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Anirudh Salla (DIN: 10044437), Non-Executive,
Non-Independent Director of the Company is liable to retire by rotation in the forthcoming
Annual General Meeting and being eligible, he offers herself for re-appointment.
CORPORATE GOVERNANCE:
The Company being listed on the Small and Medium Enterprise Platform of
Bombay Stock Exchange Ltd (BSE) is exempted from provisions of Corporate Governance as per
Regulation 15 of Securities and Exchange Board of India (Listing Obligation and Disclosure
Requirements) Regulation, 2015. Hence no Corporate Governance report is disclosed in this
Annual Report. It is Pertinent to mention that the Company follows Majority of the
provisions of the Corporate Governance voluntarily.
DETAILS ON POLICY DEVELOPMENT AND IMPLEMENTATION BY COMPANY ON
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING YEAR:
As the Company does not fall in the mandatory bracket for Corporate
Social Responsibility pursuant to Section 135 of the Companies Act, 2013 the Company did
not adopt any activity pursuant to the same for the financial year 2024-25.
During the year, the Company have made total donation of Rs.
12,57,843/- (Twelve Lacs Fifty-Seven Thousand Eight Hundred and Forty-Three Only) out of
which Rs. 10,00,000/ (Ten Lacs Only) has been donated to the Shree Hirsurishwarji
Sadharmik Foundation which has been used for providing medical assistance to support
financially weaker patients and providing essential food supplies to vulnerable
populations, ensuring that basic needs are met regardless of their circumstances and the
balance amount was donated in the form of charity.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS WHO WERE APPOINTED
OR RESIGNED DURING THE YEAR AND AFTER THE CLOSING OF FINANCIAL YEAR:
Following Directors and Key Managerial Personnel were appointed or
resigned during the year and after the closing of financial year.
| Name of the Director/KMP |
Designation |
Appointment/ Resignation |
Date |
| Mrs. Jinal Mukeshkumar Mehta |
Chief Financial Officer |
Resignation |
October 14, 2024 |
| Mr. Anand Mahesh Chirania |
Chief Financial Officer |
Appointment |
October 14, 2024 |
| Mr. Nishikant Dhanraj Shimpi |
Chief Executive Officer |
Appointment |
October 14, 2024 |
| Mr. Anand Mahesh Chirania |
Chief Financial Officer |
Resignation |
January 09, 2025 |
| Mr. Nishikant Dhanraj Shimpi |
Chief Executive Officer |
Resignation |
January 09, 2025 |
| Mrs. Jinal Mukeshkumar Mehta |
Chief Financial Officer |
Appointment |
March 23, 2025 |
| Mrs. Amisha Sanjay Shah |
Non-Executive Director |
Resignation |
August 28, 2024 |
| Mr. Paras Hansrajbhai Desai |
Managing Director |
Retirement |
September 23, 2024 |
| Mr. Hasan Hamid Khan |
Company Secretary & Compliance Officer |
Resignation |
May 27, 2024 |
| Mr. Gaurav Anand |
Company Secretary & Compliance Officer |
Resignation |
March 29, 2025 |
| Ms. Bhagyashree Mehadia |
Company Secretary & Compliance Officer |
Appointment |
June 19, 2025 |
None of the Directors of the Company is disqualified for being
appointed / re-appointed as Directors of the Company as per the provisions of Section 164
of the Companies Act, 2013.
DISCLOSURE OF COMPANIES WHICH ARE SUBSIDIARIES, JOINT VENTURE OR
ASSOCIATE COMPANIES DURING THE YEAR:
The Company does not have any Joint Venture or Associate Company and
hence doesn?t require any reporting for the same, However, the Company has one LLP
and two Private Limited Company as its subsidiaries and the details of which is given in Annexure-III
to this report.
In accordance with Section 136 of the Companies Act, 2013, the
consolidated financial statements along with the financial statements, other documents
required to be attached and audited financial statements of each of the subsidiary and
associate companies are available for inspection by the members at the registered office
of the Company during business hours on all days except Saturdays,
Sundays and public holidays up to the date of the Annual General
Meeting (‘AGM?).
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
Except as mentioned below, there are no significant events during the
financial year after the date of financial statement.
The Company has appointed Ms. Bhagyashree Mehadia Member of Institute
of Companies Secretaries of India (ACS: 77087) as a Company Secretary & Compliance
Officer with effect from June 19, 2025.
Further, the Company has received approval of members by way of postal
ballot to migrate Listing/Trading of Equity Shares of the company from BSE SME Platform to
the Main Board of BSE Limited, National Stock Exchange of India Limited or any other
recognized Stock Exchange.
Further, the members have also resolved by way of postal ballot to
raise funds upto Rs. 100 Crore through issuance of equity shares or other eligible
securities or by way of borrowing of funds (debt).
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
Details of contract and arrangements with related parties under the
provisions of section 188 of the Companies Act, 2013 as on March 31, 2025 are set out in
relevant notes to accounts of the Standalone Financial Statements of the Company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
Your Company has zero tolerance towards any action on the part of any
one which may fall under the ambit of ‘Sexual Harassment? at workplace and is
fully committed to uphold and maintain the dignity of every women working with the
Company. The Company has constituted an Internal Complaint Committee pursuant to the
provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 for prevention, prohibition and redressal of complaints/grievances on
the sexual harassment of women at workplaces.
Your directors further states that during the year under review,
following are the complaints pursuant to the above Act:
Number of Sexual Harassment Complaints Received: Nil
Number of Complaints Disposed off: Nil
Number of Cases pending more than 90 days: Nil there were no complaints
received pursuant to the above Act.
The Company also has in place Policy on Prevention of Sexual Harassment
at Workplace is in line with the requirements of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Anti-Sexual Harassment Policy is available on the website of the
Company at https://b-rightgroup.com.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
In accordance with the provisions of the Maternity Benefit Act, 1961,
as amended, and pursuant to the disclosures required under Section 134 of the Companies
Act, 2013, the Company affirms its commitment to ensuring a safe, equitable, and
supportive work environment for all women employees.
The Company has implemented all necessary measures to comply with the
provisions of the Maternity Benefit (Amendment) Act, 2017, including:
(a) Extension of paid maternity leave to 26 weeks of which not more
than 8 weeks shall precede the date of her expected delivery for eligible women employees;
(b) Option for work-from-home post-maternity leave, where the nature of work permits for
such period and on such conditions as the employer and the woman may mutually agree; (c)
Establishment of a cr?che facility as per prescribed thresholds, or reimbursement for
such facilities as applicable.
MANAGEMENT DISCUSSION ANALYSIS:
Management 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".
ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and
sale operations. The
Company?s policy requires the conduct of all operations in such
manner so as to ensure safety of all concerned, compliance of statutory and industrial
requirements for environment protection and conservation of natural resources to the
extent possible.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
As per the provisions of Regulation 34(2) of the SEBI Listing
Regulations, as amended, the Annual Report of the top 1000 listed entities based on market
capitalisation shall include a Business Responsibility and Sustainability Report
("BRSR"). But, the Company, not being one of such top 1000 listed entities, is
not required to annex any Business Responsibility and Sustainability Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has an adequate Internal Control System, commensurate with
the size, scale and complexity of its operations, which are well supplemented by
surveillance of Internal Auditor. The scope of work includes review of process for
safeguarding the assets of the Company, review of operational efficiency effectiveness of
systems and processes, and assessing the internal control strengths in all areas. The
details in respect of internal financial control and their adequacy are included in
management discussion and analysis report forming part of this report.
COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with the provisions of Secretarial Standards
on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the
Institute of Company Secretaries of India ("ICSI") and approved by the Central
Government under section 118(10) of the Companies Act, 2013.
Since the Company has not recommend any dividend during the year, the
provisions of secretarial 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 (Cost Records and Audit) Rules, 2014, the activity of your Company falls under
Non-regulated sectors and hence, maintenance of cost record is not applicable to the
Company for the Financial Year 2024-25.
EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION
OR ADVERSE REMARK OR DISCLAIMER MADE BY STATUTORY AUDITOR IN AUDIT REPORT AND BY
PRACTICING COMPANY SECRETARY IN SECRETARIAL AUDIT REPORT:
No such qualification, reservation or adverse remark or disclaimer made
by statutory auditor in statutory audit report.
Whereas there is one adverse remark in secretarial audit in secretarial
audit report as per Annexure I.
The Board of Director acknowledges that the Company has failed disclose
the authorization of Key Managerial Personnel (KMP) for determining materiality of events
and the contact details of such personnel on its website or to the stock exchange, as
required under Regulation 30(5) of SEBI (LODR) Regulations, 2015. The non-disclosure was
inadvertent and resulted from an oversight during the refresh of the Corporate Governance
disclosures and the KMP. There was no intent to conceal information or to circumvent
regulatory requirements. Whereas company has disclosed all other necessary disclosures for
same event.
RISK MANAGEMENT:
In today?s economic environment, Risk Management plays a very
important part of business. The main aim of risk management is to identify, assess,
prioritize, monitor and take precautionary measures in respect of the events that may pose
risks to the business. The Company is not subject to any specific risk except risks
associated with the general business of the Company as applicable to the industry as a
whole.
At present the Company has not identified any element of risk which may
threaten the existence of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S
OPERATIONS IN
FUTURE:
During the year, there were no significant and material order passed by
the regulators, courts and tribunals impacting the going concern status and Company?s
operations in future.
GENERAL DISCLOSURES:
1. During the year under review, statutory auditor has not reported any
instances of Fraud committed against the Company by its officers or employee, the details
of which needs to be reported to the Board under Section 143(12) of the Companies Act,
2013.
2. The Company has not made any application during the year under
Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said
Code as at the end of the Financial Year;
3. During the year, the Company has not undergone any one-time
settlement and therefore the disclosure in this regard is not applicable.
INVESTOR RELATIONS:
Your Company always endeavours to keep the time of response to
shareholders? request /grievance at the minimum. Priority is accorded to address all
the issues raised by the shareholders and provide them a satisfactory reply at the
earliest possible time. The Stakeholders? Relationship Committee of the Board meets
periodically and reviews the status of the Shareholders' Grievances.
The shares of the Company continue to be traded in electronic forum and
de-materialization exists with both the depositories viz., National Securities Depository
Limited and Central Depository Services (India) Limited.
ACKNOWLEDGEMENT:
Your Director?s would like to express their sincere appreciation
for the assistance and co-operation received from the banks, Government authorities,
customers, vendors and members during the year under review. Your Director?s also
wish to place on record their deep sense of appreciation for the committed services by the
Company?s executives, staff and workers.
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