DIRECTOR'S REPORT
Dear Directors,
Bharat Rohan Airborne Innovations Private Limited
Add: B1/H3, Nh-19, Block B,
Mohan Cooperative Industrial Estate,
Industrial Area, New Delhi-110044
Your directors have pleasure in presenting the Seventh Annual Report together with the
Audited Statement of Accounts of your Company for the Financial Year ended 31st
March, 2023.
1. FINANCIAL SUMMARY:
The Company's financial performance for the financial year ended 31st March,
2023:
|
|
(All figures are in Lakhs) |
Particulars |
Year Ended 31st Mar 2023 |
Year Ended 31st Mar,2022 |
Revenue from Operations |
664.84 |
210.81 |
Profit Before Tax |
149.95 |
(65.82) |
Less: Current Tax |
- |
- |
Deferred Tax |
(34.64) |
2.85 |
Income Tax earlier years |
- |
- |
Profit For the Year |
184.59 |
(62.96) |
2. STATE OF AFFAIRS/HIGHLIGHTS:
a) The Company is engaged in the business of empowering farmers by reducing losses
through prediction of pest attacks and disease outbreaks in the crops. Company is having a
team of aeronautical engineers and hyperspectral imaging experts implementing affordable
UAVs/ Drone, Hyperspectral Imaging, data analytics and machine learning technologies to
meet local farm challenges.
b) During the Financial Year ended 31st March 2023 there has been no change
in the business of the company.
c) During the Financial Year company has generated revenue of Rs. 664.84 Lakhs Compared
to Revenue of Rs. 210.81 Lakhs generated last year. Company has earned the Profit of Rs.
184.59 Lakhs. The Directors of the Companies are continuously trying there best to
generate more sources of revenue.
3. DIVIDEND AND TRANSFER TO RESERVES
The Board of Director does not recommend payment of dividend for the Financial Year
ended 31st March 2023. The Company does not propose to transfer any amount to
General Reserve for the period ended 31st March 2023.
4. MEETINGS:
a) Board Meetings:
During the Financial Year ended 31st March 2023, Eleven Board Meetings were
held and the Maximum time gap between the two-board meeting was not more than 120 Days.
Details of which is mentioned hereunder:
S. No |
Date of Meeting |
Total no of Directors |
No of Directors Present at the meeting |
1 |
13 June, 2022 |
3 |
3 |
2 |
30 June, 2022 |
3 |
3 |
3 |
17 July, 2022 |
3 |
3 |
4 |
04 Aug. 2022 |
3 |
3 |
5 |
30 Sep. 2022 |
3 |
3 |
6 |
29 Dec. 2022 |
3 |
3 |
7 |
25 Jan. 2023 |
3 |
3 |
8 |
21 Feb. 2023 |
3 |
3 |
9 |
21 Feb. 2023 |
3 |
3 |
10 |
10 Mar. 2023 |
3 |
3 |
11 |
22 Mar. 2023 |
3 |
3 |
b) General Meetings:
During the Financial Year ended 31st March 2023, Four Extra-Ordinary General
Meeting were convened and One Annual General Meeting was convened. Details of which is
mentioned hereunder:
S.No |
Date of Meeting |
Type of Meeting |
No of Shareholders |
No of Shareholders who were present at
the meeting (AGM/EGM) |
1 |
29 Aug 2022 |
EGM |
3 |
3 |
2 |
30 Sep 2022 |
AGM |
3 |
3 |
3 |
20 Feb 2023 |
EGM |
3 |
3 |
4 |
06 Mar 2023 |
EGM |
3 |
3 |
5 |
16 Mar 2023 |
EGM |
3 |
3 |
5. CHANGES IN CAPITAL STRUCTURE
During the Financial year 4716 Equity Shares were allotted to Mr. Hitesh Mohan Patel
via Private Placement in a Board Meeting Held as on 22nd Day of March 2023
resulting into Increase in Issued and Subscribed Share Capital of the Company to 15,718
Equity Shares divided into Equity Shares of Rs. 10 Each.
During the Financial Year the Company has issued Convertibles notes of a quantum of
Rs.30,00,0007- wide a Special resolution approved by the Members at the EGM held on Monday
06th March 2023 to CIEE Startup Oasis.
6. CORPORATE GOVERNANCE
The Company believes in the philosophy of conducting business through fair and ethical
means and has set in the best corporate governance practices in its day-to-day operations
aimed at building trust with all stakeholders
7. DETAILS IN RESPECT OF FRAUD
The Auditor's Report doesn't contain any information in relation to fraud.
8. BOARD'S COMMENT ON THE AUDITORS'REPORT
The observations of the Statutory Auditors, when read together with the relevant notes
to the accounts and accounting policies are self-explanatory and do not call for any
further comment.
9. MATERIAL CHANGES AND COMMITMENTS
During the Financial Year Management has reviewed the useful life (WDV Rates) of Drone
and Battery which are included in Plant and Equipment and on the basis of technical
estimate have decided to change the useful life which is tabulated below:
Particulars |
Original Life |
WDV Rate of Original life |
Revised Life |
WDV Rate of Revised life |
Impact in Profit and Loss
Increase/(Decrease) -In lakhs |
Drone |
15 |
18.10% |
10 |
25.89% |
3.28 |
Battery |
10 |
18.10% |
2 |
77.64% |
0.57 |
|
|
|
|
|
3.85 |
10. CHANGE IN DIRECTORSHIP
There has been no change in the constitution of the Board during the financial year
under review i.e. the structure of the Board remains the same.
11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS. COURTS AND
TRIBUNALS
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company's operations in future.
12. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to in
Section 188(1) of the Companies Act 2013 entered by the Company during the year is
appended as Annexure-I, in the prescribed Form AOC-2 and forms part of this Report.
13. COMPLIANCE WITH SECRETARIAL STANDARD
The Company has Complied with the applicable Secretarial Standards (as amended from
time to time) on meetings of the Board of Directors issued by The Institute of Company
Secretaries of India and approved by Central Government under section 118(10) of the
Companies Act, 2013.
14. PARTICULARS OF LOANS AND INVESTMENT
The Company has not made any Investment, given guarantee and securities during the
financial year under review. There for no need to comply provisions of section 186 of
Companies Act, 2013.
15. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO
Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings
and Outgo required to be given pursuant to Section 134 (3) (m) of the Companies Act, 2013
are given in Annexure II to this report.
16. RISK MANAGEMENT POLICY
The Company has developed and implemented a Risk Management Policy to manage risks
inherent in various aspects of the business. The focus of Risk Management is to access the
risks and deploy mitigation measures.
17. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE r"POSH"l
Company always endeavors to create and provide an environment that is free from any
discrimination and harassment.
The policy on prevention of sexual harassment at workplace aims at prevention of
harassment of employees (whether permanent, temporary, ad-hoc, consultants, interns or
contract workers irrespective of gender) and lays down the guidelines for identification,
reporting and prevention of undesired behavior.
The Company has duly constituted internal complaints committee as per the said Act.
During the financial year ended 31st March, 2023, there will nil complaints
recorded pertaining to sexual harassment.
18. DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANIES
As on March 31,2023, Company doesn't have any Subsidiary & Joint Venture and
Associate Companies at the end of the year
19. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to
financial statements. During the period, such controls were tested and no reportable
material weakness in the design or operation was observed.
20. STATUTORY AUDITOR
As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made
thereunder (hereinafter referred to as "The Act"), the Company at its Sixth
Annual General Meeting (AGM') held on 30th Day of September 2022 approved
the appointment of M/s. S S Kothari Mehta & Company (FRN: 022150N) as Statutory
Auditor for a period of 5 years commencing from the conclusion of Sixth AGM till the
conclusion of the Tenth to be held in the year 2027.
21. AUDITOR'S OBSERVATION
The Directors have examined the Auditors' Report on accounts for the period ended 31st
March, 2023. The observations of the Statutory Auditors in their report, read with the
relevant notes to the financial statement are self-explanatory and it has no qualification
or adverse remark.
22. DIRECTOR'S RESPONSIBILITY STATEMENT
The Directors would like to inform the Members that the Audited Accounts for the
financial year ended 31st March, 2023, are in full conformity with the
requirement of the Companies Act, 2013. The Financial Accounts are audited by the
Statutory Auditors, M/s. S S Kothari Mehta & Company (FRN: 022150N). The Directors
further confirm that: -
a. In the preparation of the annual accounts for the year ended 31st March,
2023 the applicable accounting standards read with requirements set out under Schedule III
to the Act, have been followed and there are no material departures from the same.
b. The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2023 and of
the profit of the Company for the year ended on that date.
c. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the 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. The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act,
2013 pertaining to laying down internal financial controls is not applicable to the
Company.
f. The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectivelyA
23. DEPOSITS
During the period under review, the Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 and the rules made there under.
24. LOANS RECEIVED FROM DIRECTOR AND RELATIVES
During the period under review, the Company has accepted the following loan from
Directors and their Relatives
S.No Name of the Related Party (Nature
of relationship) |
Nature of contracts / arrangement /
transactions |
Amount (in Lakhs.) |
1 Amandeep Panwar (Director) |
Loan Taken |
6.98 |
|
Loan Repaid |
4.24 |
2 Rishabh Choudhary (Director) |
Loan Taken |
7.55 |
|
Loan Repaid |
4.34 |
25. CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social Responsibility Committee
as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence
it is not required to formulate policy on corporate social responsibility.
26. GENERAL
Your directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions falling under the purview of these
provisions, during the year under review or the respective provisions are not applicable
to the Company:
a) The Provisions of Section 134(3)(d) of the Companies Act, 2013 pertaining to the
appointment of independent directors and obtaining declaration by them, are not applicable
to the Company.
b) The provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8 (4)
of Companies (Accounts) Rules, 2014, pertaining to formal evaluation of the Board are not
applicable to the Company
c) The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 read with
Section 148(1), pertaining to maintenance of cost records are not applicable to the
Company and accordingly, cost records are not maintained by the Company.
d) The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of
the Companies (Meetings of the Board and its Powers) rules, 2013, pertaining to
constitution of committees and establishment of Vigil Mechanism, are not applicable to the
Company.
e) The Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013,
pertaining to Secretarial audit are not applicable to the Company during the period under
review.
f) Disclosure relating to employees drawing remuneration in excess of the limits
specified, in accordance with the provisions of Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to
the Company.
g) Disclosure about issue of shares (including sweat equity shares) to employees of the
Company under any scheme is not applicable to the Company.
h) During the period under review no proceedings have been initiated against the
Company under Insolvency and Bankruptcy Code, 2016 and no proceedings under the Insolvency
and Bankruptcy Code, 2016 were pending at the end of the year. Further during the year
under review the Company has not made any one-time settlement.
ACKNOWLEDGMENT
The Directors express their sincere appreciation to the valued shareholders, bankers,
employees and clients for their support and also various Central and State Government
Departments, Organizations and Agencies for the continued help and co-operation extended
by them.
|
FOR AND BEHALF OF BOARD |
|
|
BHARATROHAN AIRBORNE INNOVATIONS
PRIVATE LIMITED |
|
|
Amandeep Panwar |
Rishabh Choudhary |
Place: Delhi |
DIN: 07483508 |
DIN: 07585659 |
Date: 22/09/2023 |
Director |
Director |