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Bright Solar Ltd.

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Annual Report

For Year :
2018

Director’s Report

Dear Members,

The Directors are pleased to present the 8thAnnual Report of your Company along with the Audited Financial Statements of the Company for the year ended 31stMarch, 2018.

FINANCIAL RESULTS AT A GLANCE:

(Rs in Lakhs)

Sr.No

Particulars

Year Ended March 31, 2018

Year Ended March 31, 2017

1

Revenue from operation

3957.93

1802.75

2

Other Income

29.28

10.25

3

Total Income

3987.21

1813.00

4

Profit Before Tax

955.13

255.61

5

Less: Income tax expenses

(334.82)

(84.54)

6

Profit After Tax

620.31

171.07

OPERATIONAL REVIEW/STATE OF THE COMPANY''S AFFAIRS:

During the year under review, the Company has achieved turnover of Rs. 3957.93Lacs compared to the previous of Rs.1802.75 Lacs. The total income on for the F.Y. 2017-18 was Rs.3987.21 Lacs, increased by 120 % compared to the total income of the previous year, while the profit after tax for the year was Rs.620.31Lacs, also increased by 262 % compared to the previous year.

DIVIDEND:

The Directors are pleased to recommend a dividend of Rs.0.10per Equity Share having face value of Rs.10.00 each (i.e.1% on the paid-up capital) for the financial year ended on 31stMarch2018. The total dividend pay-out for the F.Y. 2017-18 shall beRs.24.55Lacs comprising of dividend amounting to Rs.20.40Lacs and dividend tax of Rs.4.15Lacs.

TRANSFER TO RESERVES:

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

FINANCE

During the Financial Year 2017-18, the Company has availed long term borrowing of Rs. 25.05 lakhs from Bajaj Finserve at 18% rate of interest.

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, 2013read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactment(s) for the time being in force).

CAPITAL STRUCTURE:

During the year under review, the Authorized Share Capital of the Company was Rs.22,00,00,000/- (Rupees Twenty-Two Crores) divided into 2,20,00,000 (Two crores Twenty Lakh) Equity Shares of Rs. 10 each as on March 31, 2018.

(i) An Extra Ordinary General Meeting (E.G.M) was held on January 16, 2018, the Authorized Share capital was increased from Rs. 1,50,00,000 (Rupees: One Crore Fifty Lacs) divided into 15,00,000 (Fifteen Lacs) equity shares of Rs.10 each to Rs.20,00,00,000 (Rupees: Twenty Crores) divided into 2,00,00,000 (Two Crores) equity shares of Rs. 10 each.

(ii) Again, an Extra Ordinary General Meeting (E.G.M.) was held on January 30, 2018, the Authorized Share Capital was increased from Rs.20,00,00,000 (Rupees: Twenty Crores) divided into 2,00,00,000 (Two Crores) equity shares of Rs.10 each to Rs.22,00,00,000/- (Rupees: Twenty-Two Crores) divided into 2,20,00,000 (Two crores Twenty Lacs) Equity Shares of Rs. 10 each.

At the starting of the financial year 2017-18, the paid-up share capital of the company was Rs.1,50,00,000/-(Rupees: One Crore Fifty Lacs) divided into 15,00,000 (Fifteen Lacs) Equity shares of Rs. 10 each. The paid-up share capital of the company was increased from Rs. 1,50,00,000/- (One Crore Fifty Lacs) divided into 15,00,000 (Fifteen Lacs) Equity shares of Rs. 10 each to Rs.15,00,00,000/- (Rupees: Fifteen Crores) divided into 1,50,00,000 (One crore fifty lacs) Equity shares of Rs. 10 each due to Bonus issue of 1,35,00,000 fully paid up equity shares in the ratio of 9:1 (i.e. Allotted Nine Bonus shares for every one Equity share held)as on 14th Day of February, 2018.

BONUS:

In the Financial year 2017-18, the Company had allotted 1,35,00,000 fully paid up equity shares of face value of Rs.10/- each to the Shareholders of the Company in proportion of 9:1 (i.e. Allotted Nine Bonus shares for every one Equity share held). The Bonus allotment has been made by capitalizing credit balance of Securities and Premium Account to the extent of Rs.380.40 Lacs and credit balance of Surplus Account to the extent of Rs.969.60 Lacs.

SUBSIDIARIES/HOLDINGS OF THE COMPANY:

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

CHANGES IN NATURE OF BUSINESS:

Our company is engaged in assembling of DC/AC Solar Pumps and Solar Pump Systems under the registered brand name of PUMPMAN, BRIGHT SOLAR, and BRIGHT SOLAR WATER PUMP. Our company is also engaged in EPC contracts of Solar Photovoltaic Water pumps which include supplying, installing and commissioning of the pump system along with comprehensive maintenance contract for a specific period of 1-5 years. In solar pump system, we are having wide range of products of AC &DC Solar Pump, Solar Pump Inverter.

In the year 2017-18, The Company has started providing consultancy services for acquiring projects and tender bidding after identifying competent client on tender to tender basis. In addition, the company has added water supply, sewerages and infra project in its service portfolio. The Company also been awarded water supply and sewerages projects.

The Company is in process of acquiring land admeasuring area of 18,209 Square meters at Khata No. 338, Survey No. 415-1, Village: Fagvel, Ta: -Kathlal, Dist:-Kheda, Gujarat and on which company is planning to set up manufacturing unit for Solar PV modules/panels. The Company has already executed agreement to sale on February 15, 2018 and paid Rs. 43.00 Lakhs towards earnest money for acquisition of land. The Company is also planning to set up water treatment plant assembling unit at Patna (Bihar).

To sum up, the company is into assembling of DC/AC Solar Pumps and Solar Pump Systems, EPC contracts of Solar Photovoltaic Water pumps, consulting of Projects and tenders, Water supply and Sewerages Infra Project. Now, The Company is planning to commence Solar Module manufacturing and water treatment plant assembling unit.

NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

At the end of the financial year under review, none of the Company have become or ceased to be subsidiaries, joint ventures or associate Companies.

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. Necessary 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.

RELATED PARTY TRANSACTIONS:

All transactions that were entered into with the related party/parties during the financial year 2017-18 were on an arm''s length basis and were in the ordinary course of business. As per Section 134 (3) (h) of the Companies Act, 2013 (Act) and Rules made thereunder, disclosure of particulars of transactions entered by the Company with related parties are annexed herewith in Form AOC 2as Annexure - A.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your company has not given any loans or guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year 2017-18.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Directors

As required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, particulars of Mr. Dwarkadas B. Thumar (DIN: 08038990) Director, seeking re-appointment at ensuing Annual General Meeting is annexed to the notice convening 8thAnnual General Meeting.

During the year, Mr. Dwarkadas B. Thumar was appointed as a Whole Time Director of the Company w.e.f. 25.01.2018 liable to retire by rotation, Mr. Chalapathi Satya Venkata Mogalapalli and Mr. Phool Kumar Saluja were appointed as Independent Directors of the Company w.e.f. 30th January, 2018 and Mrs. Jagrutiben R. Joshiwas appointed as an Additional Director of the Company w.e.f. 5th January, 2018.

During the year under review, Mr. Balamurugan Muthusamy Pillai has resigned from the Directorship w.e.f. 25.01.2018.

Performance Evaluation of Directors

Pursuant to the provisions of the Companies Act, 2013and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The way the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

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 Remuneration Policy is incorporated in the Corporate Governance Report.

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.

B) KEY MANAGERIAL PERSONNEL

During the year, Mr.Dwarkadas B. Thumar was appointed as a Whole Time Director of the Company w.e.f. 25.01.2018, Mr. Gaurav B. Nawab was appointed as a Chief Financial Officer of the Company w.e.f. 19.03.2018 and Mr.Sahul N.Jotaniya was appointed as a Company Secretary & Compliance officer of the Company w.e.f. 01.02.2018.

MEETING OF BOARD OF DIRECTORS:

During the Financial year 2017-18, Total 14meetings of the Board of Director''s were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The details of the meetings of the Board of Directors of the Company convened during the financial year 2017-18 are given in the Corporate Governance Report which forms part of this Annual report.

AUDIT COMMITTEE

As provided in Section 177(8) of the Companies Act, 2013, the information about Audit Committee and its details are given in the Corporate Governance Report. The Board has accepted the recommendations of Audit Committee. Presently, Mr. Phool Kumar Saluja is the Chairman of the Committee and Mr. Chalapathi Satya Venkata Mogalapalli, Mr. Piyushkumar Babubhai Thumar are the members of the Committee.

AUDITORS:

A) Statutory Auditors:

M/s. Chirag Shah & Co., Chartered Accountant Firm (Firm Reg. No. 118791W) was appointed as Statutory Auditor of the company to hold office from 30th September, 2016 till conclusion of the Sixth Annual General Meeting. M/s. Chirag Shah & Co., have confirmed their eligibility and qualification required under Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force)

The Auditor''s Report for the financial year ended March 31, 2018 on the financial statements of the Company is a part of this Annual Report. The Auditor''s Report for the financial year ended March 31, 2018 does not contain any qualification, reservation or adverse remark.

B) Internal Auditor

The Company Continues to engage M/s. V C A N & Co., Chartered Accountant as Internal Auditor of Company, 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 Auditors

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Nirav Soni & Co., Company Secretaries in practice as the Secretarial Auditors of the Company to conduct an audit of the secretarial records, for the financial year 2018-19. Your Company has received consent from M/s. Nirav Soni & Co., Company Secretaries in practice to act as the Secretarial Auditors for conducting audit of the secretarial records for the financial year ending on 31st March, 2019.

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

During the financial year 2017-18, your Company is entered into new segment of Business in the Consultancy Business in Renewable Energy, Water & Infra EPC & PPP Projects. In more, Your Company started New water Treatment Plant & Mini Pipe Rural water supply scheme project on Sub-Contract basis.

Your Company has submitted MOU to International Solar Alliance (ISA) For Export of Solar Pumps in Senegal, Benin, Burundi, Cameron, Cape Verde, Congo, Ethiopia, Gambia, Niger and Tanzania.

Your Company is entered into Agreement for Sale on February 15, 2018 for acquiring land admeasuring area of 18209 Square meters at Khata No. 338, Survey No. 415-1, Village: Fagvel, Ta: -Kathlal, Dist:- Kheda, Gujarat and on which your company is planning to set up manufacturing unit for Solar PV modules/panels. Your Company has already paid Rs. 43.00 Lakhs towards earnest money for acquisition of land. Your Company is also planning to set up water treatment plant assembling unit at Patna (Bihar).

This Positive initiative of the Company has led to increase cash inflow of capital and increased financial capability of the company. After entering into new Segment of Business, the Turnover and Net worth of the company pushed up in the positive direction.

PARTICULARS OFCONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure- B.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure - C.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013:

(i) That in the preparation of the annual financial statements for the year ended March31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as ''Significant Accounting Policies'' have been selected and applied consistently and judgments and estimates have been made 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, 2018 and of the profit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken 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;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DISCLOSURE OFEMPLOYEES REMUNERATION:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees of the company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2017-18.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as Annexure-D.

CORPORATE GOVERNANCE

The Corporate Governance Report of the Company regarding Compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure E.

The Board has framed Code of Conduct for all Board members and Senior Management of the Company and they have affirmed the compliance during the year under review.

The Board has also framed Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The Code casts obligations upon the Directors and Officers of the Company to prevent / preserve Price Sensitive Information, which may likely to have a bearing on the share price of the Company. Those who are in the knowledge of any such information are prohibited to use such information for any personal purpose. Similarly, the Code also prescribes how such information needs to be handled, disclosed or made available to the Public through Stock Exchanges, Company''s website, Press, Media, etc. The Company Secretary & Compliance Officer has been entrusted with the duties to ensure compliance.

The Board has received CEO/CFO Certification under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Corporate Governance Report and the Secretarial Auditors'' Certificate regarding compliance of conditions of Corporate Governance are attached and forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management''s 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 F.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established and Chairman of the Audit Committee is responsible for issue pertaining to same.

The Company has formulated and approved policy on Whistle Blower/ Vigil Mechanism in its Board Meeting held as on 1stday of August, 2018. The Policy is available to all the Stakeholders on the website www.brightsolar.in of the company.

The link is here:http://www.brightsolar.in/media/1354/w histle-blower-policy.pdf

SECRETARIAL STANDARDS:

Pursuant to clause 9 of the revised Secretarial Standard - 1, your company has complied with applicable secretarial standards issued by the Institute of Company Secretaries of India, during the financial year under review.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has complied with the provisions relating to the Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case filled or registered with the Committee during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe environment for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

APPRECIATION:

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to the continued support of all stake holders in future also.

For and on behalf of the Board of Directors

Piyushkumar Babubh ai Thumar

Place: Ahmedabad Managing Director

Date: 25th August, 2018 (DIN:02785269)

Director’s Report