To,
The Members,
BRANDBUCKET MEDIA & TECHNOLOGY LIMITED,
Your Directors take pleasure in presenting the 11th Annual Report on the business and operations of our Company together with Audited Financial Statement for the Financial Year ended March 31, 2024.
1) FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The key highlights of the Standalone and Consolidated Audited Financial Statements of your Company for the financial year ended March 31, 2024 and comparison with the previous financial year ended March 31, 2023 are summarized below:
Amount In lakhs .
2) RESULT HIGHLIGHTS
During the year under review the Company has generated revenue from operations of Rs. 3,132.96/- lakhs (including other income) and earned net profit after tax Rs 68.86 Lakhs as compared with the corresponding figures in the previous year of Rs. 1,831.31 lakh and Rs. 26.87respectively. The total revenue is increased by Rs. 1301.62 lakhs as compared with last year and net profit after tax increased by Rs. 17.98 lakhs as compared with last year.
3) DIVIDEND
In order to conserve the resources for business requirement, your Board of Directors do not recommend dividend for financial year 2023-2024.
4) TRANSFER TO RESERVE
Your Directors find it prudent not to transfer any amount to general reserve for the financial year 20232024
5) CHANGE IN CAPITAL STRUCTURE
During the Financial year, there are following changes occurred, in the Share Capital of the Company:
I) The Authorised and Paid up Share Capital at the end of the year as on 31st March, 2024 was
25.00. 00.000/- and 23,24,12,320/- respectively.
II) During the Financial year, Pursuant to resolution passed by the Board on dated 20th March, 2023, Company increases the Authorised Capital from Rs. 25,00,00,000/- (Rupees Twenty Five Crores) to
60.00. 00.000/- (Rupees Sixty Crores) and amend the Memorandum of Association of the Company.
And obtained consent of Shareholders of the Company in their Meeting held on 24th April, 2023 for increase of Authorized Capital and Alteration in Memorandum of Association accordingly.
*However the company has revoked the approval received from the shareholders of the company for increase in the Authorized Share Capital to Rs. 60,00,00,000/- (Rupees Sixty Crores) due to shortage of fund during the period, amount utilized in expanding the business matters rather than paying ROC fee and Stamp Duty.
III) During the year under review, the Company has issued and allotted 1,27,38,232 Equity Shares on preferential basis for consideration other than cash (share swap) being discharge of total purchase consideration of Rs. 43,30,99,888/- (Rupees Forty Three Crores Thirty Lacs Ninety Nine Thousand Eight Hundred and Eight Only) ("Purchase Consideration") for the acquisition of 15,92,279 equity shares ("Sale Shares") of Binary code IT and Consulting Private Limited (BICPL) from the Proposed Allottees at a price of Rs. 272/- (Rupees Two Seventy Two Only) per equity share of Binary code IT and Consulting Private Limited (BICPL).
The Company has obtained shareholders' approval in their meeting held on 30th September, 2023 and after in-principle approval from BSE Ltd allotted the Equity shares in their Board Meeting held on 18th December, 2023.
The allotted Equity shares are listed and traded on BSE Ltd.
6) MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report other than as stated below
1. Increase in Authorized Capital from Rs. 25.00 Crores to Rs. 60.00 Crores.
And simultaneously the current Authorized Share Capital of the Company is 25 Cr.
2. Allotment of Equity Shares on preferential basis to Shareholders of Binarycode IT and Consulting Private Limited (BICPL) resulting, the said company become the wholly owned subsidiary company of the Company.
3. During the year under review the Company has took shareholders' approval vide their meeting dated 26th December, 2023 for migration of listing /trading of equity shares from SME platform of BSE Ltd to Main Board of BSE Ltd.
Later on BSE Ltd has changed the criteria for applicability of migration from SME to Main Board and therefore the Company proposal for migration from SME to main Board could not be processed.
7) EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT- 9 of the Companies (Management and Administration) Rules, 2014 is appended as ANNEXURE II to this Report.
8) NOMINATION AND REMUNERATION POLICY
The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy are given in ANNEXURE III to this Report.
9) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Board of Director
As on March 31, 2024, the Board of Directors of the Company comprises of 5 (Five) Directors, of which 3 (Three) are Non-Executive Directors, 1 (One) is Executive Directors & 1(One) is Managing Director. The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are as follows:
Note:
Ramiz Rashid Sayyed appointed as Additional Executive Director of the Company w.e.f. 13th April, 2023 and ceased w.e.f. 07th September, 2023
On the basis of the written representations received from the Directors, none of the above directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other statutory authority for holding office of a Director.
b) Key Managerial Personnel
As per the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2024 were as under:
10) NUMBER OF BOARD MEETINGS
During the year under review, the Board of Directors duly met 8 (Eight) times, in respect of which meetings proper notice were given and the proceedings were properly recorded and signed in the minute's book maintained for the purpose.
11) DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
During the year under review, there was no application made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.
12) DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.
13) ANNUAL EVALUATION PEFORMANCE OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:
i. Attendance of Board Meetings and Committee Meetings;
ii. Quality of contribution to Board Deliberations;
iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;
iv. Providing perspectives and feedback going beyond information provided by the management.
14) EXTRA-ORDINARY GENERAL MEETING OF THE COMPANY:
During the year under review, there was two Extra-Ordinary General Meeting was held;
15) COMMITTEES OF THE BOARD:
The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of the best corporate governance practices, the terms of reference and the constitution of those Committees is in compliance with the applicable laws.
There are currently three Committees of the Board, as follows:
a) Audit Committee
b) Stakeholders' Relationship Committee
c) Nomination and Remuneration Committee
(1) AUDIT COMMITTEE
Committee Constitution is as follows:
Company Secretary and Compliance Officer of our Company is the Secretary to the Audit Committee.
During the year under reference, 4 (Four) Audit Committee meetings were dated 30/05/2023, 07/09/2023, 09/11/2023 and 18/12/2023 properly convened & held.
Terms & Scope of Work of Committee:
a. Oversight of our Company's financial reporting process and the disclosure of its financialinformation to ensure that the financial statement is correct, sufficient and credible;
b. Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company;
c. Reviewing and monitoring the auditor's independence and performance and the effectiveness of audit process;
d. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
e. Reviewing the financial statements with respect to its unlisted Subsidiary(ies), in particular investments made by such Subsidiary(ies);
f. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
i. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
ii. Changes, if any, in accounting policies and practices and reasons for the same;
iii. Accounting entries involving estimates based on the exercise of judgment by management;
iv. Significant adjustments made in the financial statements arising out of audit findings;
v. Compliance with listing and other legal requirements relating to financial statements;
vi. Disclosure of any related party transactions; and
vii. Modified opinion(s) in the draft audit report.
g. Reviewing, the quarterly financial statements with the management before submission to the Board for approval;
h. Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
i. Approval or any subsequent modification of transactions of our Company with related parties;
j. Scrutiny of inter-corporate loans and investments;
k. Valuation of undertakings or assets of our Company, wherever it is necessary;
l. Evaluation of internal financial controls and risk management systems;
m. Monitoring the end use of funds raised through public offers and related matters;
n. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
o. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
p. Discussion with internal auditors of any significant findings and follow up thereon;
q. Reviewing the findings of any internal investigations by the internal auditors into matters where there
is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
r. Discussion with statutory auditors before the commencement of the audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
s. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
t. To establish and review the functioning of the whistle blower mechanism;
u. Establishing and over viewing a vigil mechanism for directors and employees to report their genuine concerns or grievances;
v. Approval of appointment of the chief financial officer (i.e., the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
w. Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the Companies Act, 2013 or the SEBI Listing Regulations or by any other regulatory authority; and
x. reviewing the utilization of loans and/ or advances from/investment by the and holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances /investments existing as on the date of coming into force of this provision.
y. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.
z. Review of (1) management discussion and analysis of financial condition and results of operations; (2) statement of significant related party transactions (as defined by the audit committee), submitted by management; (3) management letters / letters of internal control weaknesses issued by the statutory auditors; (4) internal audit reports relating to internal control weaknesses; (5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; (6) statement of deviations including (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.
(2) STAKEHOLDERS' RELATIONSHIP COMMITTEE:
During the year, only 3 Stakeholder's Relationship Committee meeting were dated, 28/11/2023, properly convened & held.
T erms & Scope of Work of Committee:
The terms of reference of the Stakeholder's Relationship Committee include the following:
- Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
- Review of measures taken for effective exercise of voting rights by shareholders.
- Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
- Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.
(3) NOMINATION AND REMUNERATION COMMITTEE:
Committee Constitution is as follows;
During the year, 2(Two) Nomination and Remuneration Committee meeting were dated, 13/04/2023 , 30/05/2023,07/09/2023 and 28/03/2024 properly convened & held.
The terms of reference of the Nomination and Remuneration Committee are:
a. identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance;
b. formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees
c. while formulating the policy under (b) above, ensure that
i. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;
i. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
i. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:
d. such other functions / activities as may be assigned / delegated from time to time by the Board of Directors of the Company and/or pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to the Company.
e. formulation of criteria for evaluation of performance of independent directors and the board of directors;
f. devising a policy on diversity of board of directors;
g. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directorstheir appointment and removal.
h. Whether to extend or continue the term of appointment of the independent director, on the basisof the report of performance evaluation of independent directors.
i. Recommend to the board, all remuneration, in whatever form, payable to senior management.
16) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company has practice of conducting familiarization Programme for Independent Directors of the Company.
Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managerial personnel make presentations to the inductees about the Company's Strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.
The Company has organized the following workshops for the benefit of Directors and Independent Directors:
(a) a program on how to review, verify and study the financial reports;
(b) a program on Corporate Governance;
(c) provisions under the Companies Act,2013; and
(d) SEBI Insider Trading Regulation, 2015.
Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.
17) DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149, 152 of the Companies Act, 2013, read with Schedule IV and other applicable provisions, if any, and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are appointed for a term of 5 years and are not liable to retire by rotation.
Further, the Company has received the declarations from the Independent Directors confirming that they meet with the criteria of Independence as prescribed under the amended provisions of Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been taken on the records of the Company in the Board meeting and Annual Report 2023-24 there has been no change in the circumstances affecting their status as Independent Directors of the Company.
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receiving the Sitting fees, Commission, if any, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.
18) DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, on the basis of information placed before them, the Directors state that:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the Profit of the Company for the said period;
iii. proper and sufficient care has been taken 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;
iv. the annual accounts have been prepared on a going concern basis;
v. the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
19) INSTANCES OF FRAUD. IF ANY REPORTED BY THE AUDITORS
There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.
20) MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the (Listing Obligations Disclosures Requirements), Regulations, 2015 is presented in a separate section and forms part of the Annual Report of the Company. The details of this Report are given in ANNEXURE VI to this Report.
21) PARTICULARS OF LOANS. GUARANTEES. OR INVESTMENTS
The details of Loans given, Investments made and guarantees given and securities provided under the Section 186 of the Companies Act, 2013 have been provided in the notes to the Financial Statements.
22) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.
23) STATUTORY DISCLOSURES
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of The Companies Accounts) Rules, 2014 is as follows:
24) RISKS MANAGEMENT AND AREA OF CONCERN
The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non- business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
Although, market conditions are likely to remain competitive, future success will depend upon offering improved products through technology innovation and productivity. The Company continues to invest in these areas.
The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.
25) CHANGE IN THE NATURE OF BUSINESS
During the year under review there is no change in the nature of Business of the Company.
26) SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review, after allotment of Equity Shares on preferential basis, for consideration other than cash (share swap), being discharge of total purchase consideration of Rs. 43,30,99,888/- (Rupees Forty Three Crores Thirty Lacs Ninety Nine Thousand Eight Hundred and Eight Only) ("Purchase Consideration") for the acquisition of 15,92,279 equity shares ("Sale Shares") of Binarycode IT and Consulting Private Limited (BICPL) from the Proposed Allottees at a price of Rs. 272/- (Rupees Two Seventy Two Only) per equity share of Binarycode IT and Consulting Private Limited (BICPL).
Resulting the BICPL has become the wholly owned Subsidiary Company of the Company w.e.f. 18th December, 2023.
A separate statement containing the salient features of financial statements of Subsidiary Company of your Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure II in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.
The Financial Statements of the Subsidiary company and related information are available for inspection by the Members at the Registered Office of the Company during the business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Further in line with the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 and in accordance with IND AS - 110, Consolidated Financial Statement prepared by the Company includes financial information of its Subsidiary Company
27) DETAILS RELATING TO DEPOSITS. COVERED UNDER CHAPTER V OF THE COMPANIES ACT 201 3
Pursuant to the provisions of Section 73 & 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014, the Company has not invited/accepted any deposits from the public during the year under review. However, the Company has not taken unsecured deposits from Directors and relatives of the Directors of the Company.
28) CORPORATE SOCIAL RESPONSIBILITY
During the year under review, the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company.
29) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
30) INTERNAL FINANCIAL CONTROL SYSTEM
Your Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The Audit Committee has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee has a process for timely check for compliance with the operating systems, accounting procedures and policies. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis.
31) STATUTORY AUDITORS & REPORT OF THE AUDITORS
Due to resignation of M/s. Bhagat & Co, Chartered Accountant, as Statutory Auditor of the Company w.e.f. 14th February, 2024. The Board in their Meeting held on 28th March, 2024 proposed to appoint M/s. S D Mehta &Co., Chartered Accountants having Firm Registration No. 137193W, for a period of 1 years till the completion of 11th Annual General Meeting.
Under review, after the closure of financial year M/s. S D Mehta & Co have tendered their resignation w.e.f. 10th July, 2024.
The Board in their Meeting held on 04-09-2024 proposed to appoint M/s. P.H.SHAH & CO. Chartered Accountants having Firm Registration No. 115464W, for a period of 5 years till the completion of 16th Annual General Meeting.
The Statutory Auditors have confirmed their eligibility pursuant to section 139 of the Companies Act, 2013. The Board proposed the resolution for appointment of M/s. P.H.SHAH & CO, Chartered Accountants for approval of the Members in the ensuing 11th Annual General Meeting of the Company
There are qualifications, reservations or adverse remarks or disclaimers made by M/s. S D MEHTA & CO., Chartered Accountants (FRN: 137193W), Statutory Auditors, in their Report on the accounts of the Company for the year under review. The observations made by them in their Report are self-explanatory and do not call for any further clarifications from the Board.
32) SECRETARIAL AUDIT REPORT
Pursuant to Section 204 read with Section 134(3) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board of Directors of the Company has appointed M/s. Brajesh Gupta & Co., Practicing Company Secretary; to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report in the prescribed Form No. MR-3 is attached as "Annexure I" and forms a part of this Report.
Secretarial audit report except what have been specifically mentioned the Report which is self-explanatory. There are following qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditors:
The Company has filed some of the Forms like DIR-12, AOC-4 XBRL, MGT-7 with the Additional fees. Management Response:
With reference to the non-filing of forms it was given to the professional for filing but due to some unavoidable Reasons Company was not able to file and hence this ignorance and non- filing event was taken placed.
33) COST AUDITORS
During the year under review, the provisions of the Section 148 of the Companies Act, 2013, are not applicable to the Company. Hence, the company does not required to appoint the Cost Auditor.
34) INTERNAL AUDITORS
The Company has robust internal audit system for assessment of audit findings and its mitigation. The Internal Audit function covers all the labs, inventory audit, stock takes, audit for project related accounts, corporate accounts etc.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, and on the recommendation of the Audit Committee, Shailesh Pandey & Co., Chartered Accountant, were appointed by the Board of Directors to conduct internal audit reviews of the Company and the Internal Auditor directly reports to the Audit Committee for functional matters.
The Audit Committee in its quarterly meetings reviews the internal audit and controls reports. The Company's internal controls are commensurate with the size and operations of the business. Continuous internal monitoring mechanism ensures timely identification and Redressal of issues.
35) POLICY ON VIGIL MECHANISM/CODE OF CONDUCT
The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns actual or suspected fraud or violation of the Company's code of conduct. The said mechanism also provides for adequate safeguards against victimization of the persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee. We confirm that during the financial year 2023-24, no employee of the Company was denied access to the Audit Committee. The said Whistle Blower Policy is available on the website of the Company at https://www.brandbucketmediatech.in
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website https://www.brandbucketmediatech.in/
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management staff was given appropriate training in this regard.
36) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013
Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Accordingly the Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year:
37) MEETING OF INDEPENDENT DIRECTORS:
During the year under review, one Independent Director Meeting held on 28/03/2024 for the F. Y. 202324.
The object of Independent Directors Meeting was to review the performance of Non- independent Director and the Board as a whole including the Chairperson of the Company. The Company assures to hold the Separate Meeting of Independent Director of the Company as earliest possible.
38) POSTAL BALLOT:
No Postal ballot was conducted by the company during the year 2023-24.
39) PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the Code.
40) LISTING FEES:
The Equity Shares of the Company is listed on BSE (SME Platform) Limited and the Company has paid the applicable listing fees to the Stock Exchange till date.
41) CEO/CFO CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI (LODR) Regulation, 2015 not applicable on the Company as the Company is listed on the SME platform and the exemption is granted to the Companies listed on the SME platform under Regulation 15(2) of SEBI (LODR), Regulations, 2015 under Annexure VII of this report.
42) PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:
In terms of 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 The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023- 2024, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-2024 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company is attached as Annexure IV.
43) CORPORATE GOVERANCE
As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to the directions and guideline, as required and if applicable on the Companies size and type (as per the Regulations and rules the Corporate Governance is not applicable on SME Listed Companies).
44) SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.
45) UTILISATION OF THE PROCEEDS FROM ISSUE OF EQUITY SHARES.
In accordance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Statement of deviation/variation in utilization of funds as on March 31, 2024 as follows:
Objects for which funds have been raised and where there has been a deviation, in the following table:-
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46) ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation and sincere thanks to the State Governments, Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related organizations, who through their continued support and co- operation have helped, as partners in your Company's progress. Your Directors, also acknowledge the hard work, dedication and Commitment of the employees.