To
The Members of
Brisk Technovision Limited
The Board of Directors ( hereinafter referred to as ‘the Board' ) are pleased to present the Sixteenth (16th) Annual Report, first post IPO, on the business and operations of Brisk Technovision Limited (formerly known as Brisk Technovision Private Limited) (‘the Company/Brisk') along with the Audited Financial Statements and Auditors' reports thereon for the financial year (‘FY') ended March 31, 2024 (‘year under review' ).
1. Financial Results:
(Rs. in Lakhs)
2. Dividend:
The Board of Directors of the Company have recommended a dividend of 2 (Indian Rupees Two) for the Financial Year 2023-24 on 20,00,000 Equity Shares of 10 (Indian Rupees Ten) each fully paid up, absorbing a total amount of approximately 40,00,000 (Indian Rupees Forty Lakhs), subject to approval of the Members at the ensuing Annual General Meeting of the Company.
Further, during the year under review, the Company was not required to transfer any unpaid/ unclaimed amount of dividend to Investor Education and Protection Fund.
3. Review of Operations:
The Company experienced an increase in demand for its services during the year under review compared to the previous financial year ending March 31, 2023, which is evident in the revenue from operations.
The Board of Directors would like to highlight that the Company is actively seeking new opportunities to expand its services and explore additional market segments. In the short run we may experience higher overheads due to increased recruitments.
The Board of Directors believes that the Company is well-positioned to achieve and maintain a stronger market presence in the coming financial years.
4. Change in the nature of business:
There were no changes in the nature of business of the Company during the year under review.
5. Share Capital:
(a) Buy Back of Securities:
The Company has not bought back any of its securities during the year under review.
(b) Sweat Equity:
The Company has not issued any Sweat Equity Shares during the year under review.
(c) Bonus Shares:
The Company has not issued any bonus Shares during the year under review.
(d) Employee Stock Option:
The Company has not provided any Stock Options to the employees during the year under review.
(e) Offer for sale:
During the year under review, the Company successfully completed an Initial Public Offering (IPO) through an Offer for Sale (‘OFS') of 800,000 (Eight Lakh) equity shares, each with a face value of 10 (Indian Rupees Ten), at a price of 156 (Indian Rupees One Hundred and Fifty Six) per share (which included a premium of 146 (One Hundred and Forty Six) per share), totaling to 1,248 Lakhs. The IPO consisted only of shares offered for sale by the existing promoters and as there was no primary issuance of shares, the share capital remained unchanged.
Following the allotment to eligible applicants, the equity shares began trading on BSE Limited (SME) on January 31, 2024.
As on March 31, 2024, the issued, subscribed, and paid-up Share capital of your Company stood at 2,00,00,000/-(Indian Rupees Two Crore) comprising of 2000000 (Twenty Lakh) equity Shares of 10/-(Indian Rupees Ten) each.
6. Events having major bearing on the Company's affairs after the end of the FY:
There were no major events having any bearing on the Company's affairs after the end of the FY.
7. Material changes and commitments, if any, affecting the financial position of the Company:
There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the FY of the Company to which the financial statements relate and the date of the report.
8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future:
There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in the future.
9. Details of Subsidiaries, Joint Ventures or Associate Companies:
The Company does not have any subsidiaries, joint ventures, or associate Companies during the year under review.
Further during the year under review, no Company has become or has ceased to be a Subsidiary, Joint Venture or Associate Company of Brisk.
10. Board of Directors:
(a) Changes in the composition of the Board:
The following changes took place in the composition of the Board of Directors during the year under review:
a. Mr. Ganapati Chittaranjan Kenkare (DIN 01964295) was appointed as Managing Director of the Company with effect from June 28, 2023, for term of Five (5) years;
b. Mr. Sankaranarayanan Ramasubramanian (DIN 01957406) was appointed as Executive Chairman of the Company with effect from June 28, 2023 for term of Five (5) years;
c. Mr. Sankara Subramaniam Ramnath (DIN 00067019) was appointed as Independent Director with effect from June 30, 2023, for a term of five years;
d. Ms. Visalakshi Sridhar (DIN 07325198) was appointed as Independent Director with effect from June 30, 2023, for a term of five years;
e. Mr. Jay Narayan Nayak (DIN 05174213) was appointed as Independent Director with effect from June 30, 2023, for a term of five years; and
f. Mr. Subramanian Hariharasubramanian (DIN 07516708), resigned from the post of Director with effect from July 21, 2023.
(b) Appointment of Mr. Rajesh Dharira as Executive Director subject to the provisions of Section 152 read with Section 160 of the Companies Act, 2013:
The Company has received a notice from shareholder pursuant to section 160 of the Companies Act, 2013 proposing the candidature of Mr. Rajesh Arjun Dharira for the office of Executive Director of the Company, who if appointed shall be liable to retire by rotation. The said appointment has been approved by the Nomination and Remuneration Committee as well as the Board of Directors of the Company.
Mr. Dharira's profile is provided in the notice of the Annual General Meeting.
Your Directors hence seek the approval of the Members at the ensuing Annual General Meeting for Mr. Dharira's appointment as Director of the Company.
(c) Director liable to retire by rotation:
In accordance with the provisions of Companies Act, 2013, Mr. Sankaranarayanan Ramasubramanian (DIN: 01957406), Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, is seeking re-appointment.
The Board recommends his re-appointment.
(d) Declaration by the Independent Directors:
The Company has received the necessary declarations from each of the Independent Directors under section 149(7) of the Companies Act 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.
During the year, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them to attend the meetings of the Company.
(e) Number of Meetings of the Board:
The Board of Directors duly met 13 (Thirteen) times during the year under review in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
(f) Company Policy on Director Appointment, Remuneration and Annual Formal Evaluation:
The Company has in place a policy relating to Director's Appointment, remuneration, and other related matters under Section 178(3) of the Companies Act, 2013.
Appointment and evaluation of the Independent Directors are governed by the Code for Independent Directors provided in Schedule IV of the Companies Act, 2013.
Pursuant to the provisions of the Companies Act, 2013, the Independent Directors at their meeting held on March 14, 2024, have carried out the annual performance evaluation of the non- Independent Directors individually as well as of the Chairman. Further, they have also assessed the quality, quantity, and timeliness of the flow of information between the Company management and the Board.
(g) Committees of the Board:
The Company has the following Committees pursuant to the provisions of the Companies Act, 2013 read with relevant rules framed therein:
(i) Audit Committee:
The Audit Committee comprises of the following Members:
The audit Committee met 4 (Four) times during the year under review. All the recommendations of the Committee were accepted by the Board.
The terms of reference of the Committee have been duly approved by the Board of Directors and adopted by the audit Committee.
(ii) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee comprises of the following Members:
The Nomination and Remuneration Committee met 2 (Two) times during the year under review. All the recommendations of the Committee were accepted by the Board.
The terms of reference of the Committee have been duly approved by the Board of Directors and adopted by the Nomination and Remuneration Committee.
(iii) Stakeholders Relationship Committee:
The Stakeholders Relationship Committee comprises of the following Members:
The Stakeholders Relationship Committee met 1 (one) time during the year under review. The terms of reference of the Committee have been duly approved by the Board of Directors and adopted by the Stakeholders Relationship Committee.
(h) Vigil Mechanism/ Whistle Blower Policy:
The Company has duly adopted a Whistle Blower Policy as a part of the Vigil Mechanism for the Employees to report genuine concerns or grievances to the Chairman of the Audit Committee or the Ombudsman and take steps to resolve the issues amicably.
(i) Directors' Responsibility Statement:
In pursuance of Section 134 (3) (c) and (5) of the Companies Act, 2013, the Directors hereby confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(ii) the Directors had 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 the FY and of the profit and loss of the Company for that period;
(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors had prepared the annual accounts on a going concern basis;
(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
11. Disclosure on compliance with Secretarial Standards:
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.
12. Key Managerial Personnel:
The following changes took place in the Key Managerial Personnel during the year under review:
(a) Ms. Sunita Mohandas was appointed as Chief Financial Officer of the Company with effect from June 28, 2023;
(b) Mr. Shreyas Anil Haldankar was appointed as Company Secretary and Compliance Officer of the Company with effect from June 28, 2023;
Further after the end of the year under review, following changes took place in the Key Managerial Personnel:
(i) Mr. Shreyas Anil Haldankar, Company Secretary and Compliance officer had resigned from his post with effect from July 12, 2024.
13. Auditors:
(a) Appointment of Statutory Auditors:
M/s. Gosar & Gosar, Chartered Accountants, Mumbai, were appointed for a second term up to the conclusion of the Annual General Meeting of the Company for financial year 2024. As the term of the aforesaid auditors have ended and pursuant to section 139(2) of the Companies Act, 2013, the Company will now have to appoint a different Statutory auditor/auditor's firm.
The Board of Directors recommend the appointment of M/s. H H Dedhia & Associates, Practicing Chartered Accountants, Mumbai, as the Statutory Auditors of the Company for a term of 5 (five) consecutive years.
M/s. H H Dedhia & Associates, Practicing Chartered Accountants, Mumbai, have given their requisite consent and eligibility for appointment as Statutory auditors of the Company.
The Members are hence requested to consider and approve their appointment for a term of five consecutive years, to hold office from the conclusion of this Annual General Meeting until the conclusion of the Annual General Meeting to be held in the year 2029.
(b) Auditors' Report:
The Auditors' Report on the Financial Statements of the Company for the year under review does not have any qualification, disclaimers or adverse remarks.
(c) Details in respect of Frauds Reported by the Auditors under sub section (12) of Section 143 other than those reportable to the Central Government:
No fraud was reported by the Auditors to the Audit Committee or the Board during the year under review.
14. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed KNK & Co LLP, Company Secretaries in Practice, having firm registration number (hereinafter referred to as ‘FRN') L2018MH002800 to undertake Secretarial Audit of the Company for the year under review.
The Secretarial Audit Report submitted by KNK & Co LLP is furnished as ‘ Annexure A,' and forms an integral part of this report.
The Secretarial Auditors report has the following qualification in the report issued for the period under review:
(a) The Company had filed a couple of e-forms beyond the prescribed due date as provided under the Companies Act, 2013 read with the relevant rules framed thereunder;
Management response:
The qualification of the Secretarial auditors is self-explanatory. The Company now has a system in place to avoid filings beyond the prescribed timelines under the Companies Act, 2013.
15. Deposits:
The Company has neither invited nor accepted any deposits during the year under review. Accordingly, no amount of principal or interest related thereto was outstanding as on March 31, 2024.
16. Particulars of Loans, Guarantees or Investments:
The details of investments made by the Company during the year review are provided in Note 9 of the financial statements.
The Company has not given any loans or provided any guarantee or security to loans under the provisions of Section 186 of the Companies Act, 2013 for the year under review.
17. Extract of Annual Return:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website and may be accessed at the following web link https://brisk-india.com/investor-info.html.
18. Particulars of contracts or arrangements with related parties:
All related party transactions under Section 188 of the Companies Act, 2013, entered into during the year under review were on an arm's length basis and were in the ordinary course of business.
All the related party transaction under section 188 of the Companies Act, 2013, were noted quarterly by the audit committee and Board Meeting at their respective meetings.
There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential conflict with the interest of the Company at large. The Company has also adopted a framework on related party transactions to ascertain the criteria of ‘ordinary course of business' and ‘Arm's Length Price'
The details of the transactions with the related parties are set out in Form AOC 2 which is annexed as ‘Annexure B'.
19. Corporate Social Responsibility:
The provisions of Section 135 with respect to Corporate Social Responsibility were not applicable to the Company during the year under review.
The Company was also not required to develop adopt any policy on Corporate Social Responsibility during the year under review.
20. Internal Control System and their adequacy:
The Company has duly established and maintained its internal controls and procedures for the financial reporting and evaluated the effectiveness of Internal Control Systems. The internal control systems are commensurate with the size, scale and complexity of its operations.
21. Internal & Concurrent audit:
The Company conducts its Internal and Statutory audit within the parameters of regulatory framework which is well commensurate with the size, scale, and complexity of its operations.
The Internal Auditors monitor the efficiency and effectiveness of the internal control systems in the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee.
22. Statement on remuneration of employees of the Company:
The Company has two Executive Directors, one of whom is the Managing Director of the Company.
(a) The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:
Employed throughout the year Nil Employed for part of the year Nil
(b) The remuneration paid to all key management personnel was in accordance with remuneration policy adopted by the Company.
In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance at secretarial@brisk-india.com.
The Company had 125 (One Hundred and Twenty Five) employees as on March 31, 2024. The average increase in remuneration is 7.8% for Employees other than Managerial Personnel and 18.94% for Managerial Personnel.
None of the employees hold (by himself/herself or along with his/her spouse and dependent children) more than two percent of the Equity Shares of the Company.
23. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has adopted a Policy on prevention, prohibition and redressal of Sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and Redressal of complaints of sexual harassment at workplace.
The following is a summary of Sexual Harassment complaints received and disposed off during the year under review:
24. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:
The detail of conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo is annexed as ‘Annexure C'.
25. Risk Management:
The Company acknowledges the inherent risks in its business operations and is in the process of developing a system to identify, minimize, and manage these risks which shall be reviewed at regular intervals. At present, the management has identified the following key risks:
• Securing critical resources, including capital and human talent. Ensuring cost competitiveness.
• Creating product differentiation and a strong value proposition. Maintaining and enhancing customer service standards.
• Introducing innovative marketing and branding initiatives, particularly in digital media.
26. Code of conduct:
The Board of Director had approved a Code of Conduct which is applicable to the Board of Directors and Senior Management Personnel of the Company.
It is confirmed that all Directors and Senior Management Personnel have affirmed their adherence to the provisions of the Code of Conduct during the year under review.
27. Corporate Governance:
Pursuant to exemption available as per Regulation 15 of the SEBI (LODR) Regulations 2015, the reporting as per Para C, D and E of the Schedule V of said Regulations are not applicable to our Company. The Company has already filed necessary disclosure on the BSE portal stating the non-applicability of various provisions of SEBI (LODR) Regulations 2015.
28. One time settlement with Banks or Financial Institution:
There was no instance of one-time settlement with any Bank or Financial Institution.
29. Proceedings initiated/pending under the Insolvency and Bankruptcy Code, 2016
There is/was no proceeding initiated/pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.
30. Acknowledgements:
Your Directors wish to place on record their deep sense of appreciation for the devoted services of all the employees of the Company for its growth.
Your Directors also acknowledge with gratitude the help and support received from the Shareholders, Bankers, Customers, Exchanges, and Regulators and hope to continue to get such support in times to come.