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STAKEHOLDERS EMPOWERMENT SERVICES BRIGHTCOM GROUP LTD SECTOR: IT - SOFTWARE REPORTING DATE: 23RD FEBRUARY, 2019 Brightcom Group Ltd NSE Symbol - BCG TABLE 1 - MARKET DATA (STANDALONE) (AS TRADED ON 22ND FEBRUARY, 2019) Sector - IT - Software NSE Market Price (`) 2.90 NSE Market Cap. (₹ Cr.) 138.11 Face Value (`) 2.00 Equity (` Cr.) 95.25 Business Group – N.A. 52 weeks High/Low (₹) 5.90/2.30 Net worth (₹ Cr.)* 582.88 Year of Incorporation - 1999 TTM P/E N.A. Traded Volume (Shares) 6,25,596 TTM P/BV 0.24 Traded Volume (lacs) 18.14 Registered Office - Source - Capitaline, TTM - Trailing Twelve Months, N.A. - Not Applicable, * As on 30th September 2018 Floor: 5, Holiday Inn Express & Suites, COMPANY BACKGROUND Road No 2, Nanakramguda, Brightcom Group Limited provides digital marketing solutions and computer software Gachibowli, Hyderabad, development services to businesses, agencies, and online publishers worldwide. It Telangana – 500 032 operates through Digital Marketing and Software Development segments. It operates a network of community and social sites that include Gamesville.com, Tripod.com, Company Website: Angelfire.com, and Lycos.com. The company was formerly known as Lycos Internet www.brightcomgroup.com Limited and changed its name to Brightcom Group Limited in September 2018. Brightcom Group Limited was incorporated in 1999 and is based in Hyderabad, India. rd Surveillance Actions: There was no surveillance action on the Company as on date of this Report i.e. 23 February, 2019. Revenue and Profit Performance (Standalone) The revenue of the Company increased from ₹ 114.72 crores Quarterly revenue and Profit (₹ CRORE) 150 to ₹ 115.88 crores from quarter ending Sep’17 to quarter 115.88 116.64 114.72 ending Sep’18. The Company made a loss of ₹ 3.19 crores in 100 quarter ending Sep’18 vis-a-vis making a loss of ₹ 1.23 crores in quarter ending Sep’17. 50 -3.19 -0.18 -1.23 0 -50 Sep'18 Mar'18 Sep'17 Revenue Profit Source: Moneycontrol Performance vis-à-vis Market 1.40 1.20 TABLE 2- Returns 1-m 3-m 6-m 12-m 1.00 Brightcom Group Ltd 0.00% -10.77% -23.68% -44.76% 0.80 Nifty 0.10% 0.59% -7.70% 3.19% 0.60 Nifty IT 4.29% 7.19% 1.03% 22.83% 0.40 Source – Capitaline /NSE Feb 18 Apr 18 Jun 18 Aug 18 Oct 18 Dec 18 Feb 19 Brightcom Group Ltd NIFTY NIFTY IT Stakeholders’ Education | Corporate Governance Research | Corporate Governance Score | Proxy Advisory 1 | P AGE STAKEHOLDERS EMPOWERMENT SERVICES BRIGHTCOM GROUP LTD SECTOR: IT - SOFTWARE REPORTING DATE: 23RD FEBRUARY, 2019 TABLE 3 – QUATERLY FINANCIALS (STANDALONE) % Change (₹ Cr.) Sep’18 Mar’18 Sep’17 Sep ’18 vs Mar’18 Mar’18 vs Sep’17 Net Worth 582.88 583.00 585.16 -0.02% -0.37% Current Assets 362.85 358.86 363.69 1.11% -1.33% Non-Current Assets 516.65 518.13 518.29 -0.29% -0.03% Total Assets 879.50 877.00 881.98 0.29% -0.57% Investments 509.03 509.03 508.98 0.00% 0.01% Finance Cost 3.79 5.29 3.39 -28.36% 56.05% Long Term Liabilities 99.81 89.62 90.48 11.37% -0.96% Current Liabilities 196.82 204.37 206.34 -3.70% -0.95% Turnover 115.88 116.64 114.72 -0.65% 1.67% Profit After Tax -3.19 -0.18 -1.23 N.A. N.A. EPS (₹) -0.07 -0.00 -0.03 N.A. N.A. Source - Money Control/Stock exchange filing AUDIT QUALIFICATIONS Audit Qualifications in last 3 years: The Statutory Auditors have not made qualification in their Report for FY 2015-16, FY 2016- 17 and FY 2017-18. Response Comment Frequency of Qualifications No - Have the auditors made any adverse No - remark in last 3 years? Are the material accounts audited by the No - Principal Auditors? The consolidated financial statements contain unaudited accounts of Foreign subsidiaries. The unaudited statements are material (>20% of the assets & revenue) with respect to the consolidated accounts of the Company. As a material part of the consolidated Do the financial statements include financial statements of the Company are unaudited, this raises Yes material unaudited financial statements? concern regarding the fairness of such financial statements. However, the financial statements and other financial information of such foreign subsidiaries have been prepared by management in accordance with accounting principles generally accepted in their respective countries. TABLE 4: BOARD PROFILE (AS PER ANNUAL REPORT - FY 2017-18) Regulatory Norms Company % of Independent Directors on the Board 50% 60% % of Promoter Directors on the Board - 40% Number of Women Directors on the Board At least 1 2 Classification of Chairman of the Board - Promoter Executive Director Is the post of Chairman and MD/CEO held by the same person? - Yes Average attendance of Directors in the Board meetings (%) - 71.43% Note: Board Composition is as on 31st March, 2018 Composition of Board: As per Regulation 17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company should have at least 50% Independent Directors as the Chairman of the Board is a Promoter Director. The Company has 60% of Independent Directors and hence, it meets the regulatory requirements. Board Diversity: The Company has 5 directors out of which 2 are Women Directors. Stakeholders’ Education | Corporate Governance Research | Corporate Governance Score | Proxy Advisory 2 | P AGE STAKEHOLDERS EMPOWERMENT SERVICES BRIGHTCOM GROUP LTD SECTOR: IT - SOFTWARE REPORTING DATE: 23RD FEBRUARY, 2019 Attendance at Board Meetings: During the FY 2017-18, the average attendance of Directors in the Board meetings was 71.43% TABLE 5 - FINANCIAL RATIOS % Change Ratios Sep’18 Mar’18 Sep’17 Sep ’18 vs Mar’18 vs Mar’18 Sep’17 Inventory Turnover N.A. N.A. N.A. N.A. N.A. Debtors Turnover 0.51 0.51 0.51 0.08% 0.29% Fixed asset Turnover 0.22 0.23 0.22 -0.37% 1.70% Ratios Turnover Turnover Current Asset Turnover 0.32 0.33 0.32 -1.74% 3.04% Total Sales to Total Assets Ratio 0.13 0.13 0.13 -0.93% 2.25% Operating Profit Margin 3.06% 4.76% 2.42% -35.62% 96.35% Net Profit Margin -2.75% -0.15% -1.07% N.A. N.A. Return on Assets (ROA) N.A. N.A. N.A. N.A. N.A. Return on Equity (ROE) N.A. N.A. N.A. N.A. N.A. Return Ratios Return Return on Capital Employed (ROCE) N.A. N.A. N.A. N.A. N.A. Current Ratio 1.84 1.76 1.76 5.00% -0.38% Quick Ratio 1.84 1.76 1.76 5.00% -0.38% Cash Ratio 0.69 0.64 0.67 8.35% -4.82% Ratios Liquidity Liquidity Working Capital Turnover ratio N.A. N.A. N.A. N.A. N.A. Debt to Equity Ratio 0.28 0.26 0.26 6.45% 0.10% Total Liabilities to Totals Asset Ratio 0.34 0.34 0.34 0.61% -0.39% Retained Earnings to Totals Assets Ratio* N.A. 0.08 N.A. N.A. N.A. Long Term Debt to Total Asset Ratio 0.11 0.10 0.10 11.23% 0.08% Solvency Ratios Solvency Interest Coverage Ratio 0.94 1.05 0.82 -10.72% 27.94% Market Cap / Sales 1.32 1.88 2.49 -29.98% -24.59% Market Cap/ Net Worth 0.26 0.38 0.49 -30.42% -23.05% Market Cap/PAT N.A. N.A. N.A. N.A. N.A. Ratios Trading Trading Market Cap/EBITDA 42.93 39.47 102.79 8.75% -61.60% Source - Money Control/Stock exchange filing |*Retained Earnings information is not available in quarterly financial results TABLE 6 - TRADING VOLUME % Change Particulars Sep'18 Mar'18 Sep'17 Sep ’18 vs Mar’18 Mar'18 vs Sep'17 Trading Volume (shares) (avg. of 1 qtr) 391,947 2,422,171 957,862 -83.82% 152.87% Trading Volume (shares) (high in 1 qtr) 1,192,019 25,270,533 9,919,665 -95.28% 154.75% Trading Volume (shares) (low in 1 qtr) 113,948 171,368 182,681 -33.51% -6.19% Ratio - High/low trading volume 10.46 147.46 54.30 -92.91% 171.57% Ratio - High/average trading volume 3.04 10.43 10.36 -70.85% 0.74% Source - Capitaline TABLE 7 (A): OWNERSHIP & MANAGEMENT RISKS Sep'18 Mar'18 Sep'17 Comments st Promoter shareholding 39.14 39.11 39.11 • No new equity shares were issued during the period from 1 Oct, th 2017 to 30 Sep, 2018. Public - Institutional 13.30 15.65 20.21 • The Promoter shareholding marginally increased by 0.03%. shareholding • The shareholding of public institution decreased from 20.21% to Public - Others 47.56 45.24 40.68 13.30% and that of public others increased from 40.68% to shareholding Shareholding (%) Shareholding 47.56% during the same period. Non-Promoter Non- 0.00 0.00 0.00 Public Shareholding • The promoters have pledged 56.67% of their shareholding. Source - NSE Stakeholders’ Education | Corporate Governance Research | Corporate Governance Score | Proxy Advisory 3 | P AGE STAKEHOLDERS EMPOWERMENT SERVICES BRIGHTCOM GROUP LTD SECTOR: IT - SOFTWARE REPORTING DATE: 23RD FEBRUARY, 2019 MAJOR SHAREHOLDERS (AS ON 30TH SEPTEMBER, 2018) S. No. Promoters Shareholding S. No. Public Shareholders Shareholding 1 M. Suresh Kumar Reddy 15.77% 1 Oak India Investments 7.01% 2 Vijay Kumar Kancharla HUF 13.03% 2 Everest Capital (M) Ltd 5.98% 3 Redmond Investments 5.20% 3 AKG Finvest Ltd 3.88% 4 Geetha Kancharla 1.37% 4 Priya Prakash 3.41% 5 S V Rajyalaxmi Reddy 1.37% 5 Uno Metals Ltd 2.05% Source – NSE TABLE 7 (B): OWNERSHIP & MANAGEMENT RISKS Market Activity of Promoters* The shares held by promoters increased by 13,000 during the FY 2017-18.
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