To the Members of
BLUE BLENDS (INDIA) LIMITED
The Board of Directors hereby present the Thirty Fifth Annual Report on the Businessand Operations of your Company along with the Audited Financial Statements for theFinancial Year ended March 31st 2016.
| || |
|Particulars ||March 31st 2016 ||March 31st 2015 ||March 31st 2016 ||March 31st 2015 |
|Gross Income ||18014.92 ||17621.19 ||18015.32 ||17621.19 |
|Profit before interest Depreciation & Tax ||2335.20 ||1833.60 ||2335.38 ||1833.92 |
|Less : Interest ||1084.79 ||908.36 ||1084.79 ||908.36 |
|Less : Depreciation ||312.95 ||445.66 ||313.01 ||445.72 |
|Profit before exceptional items and tax ||937.46 ||479.58 ||937.58 ||479.84 |
|Add : Exceptional items ||0.00 ||25.21 ||0.00 ||25.21 |
|Profit before Tax ||937.46 ||504.79 ||937.58 ||505.05 |
|Less : Provision for Tax ||69.86 ||-42.98 ||69.88 ||-42.98 |
|Profit after Tax ||867.60 ||547.77 ||867.70 ||548.03 |
|Balance as per last Balance Sheet ||(3633.15) ||(4030.93) ||(3632.54) ||(4030.58) |
|Add:Adjust against Capital Reserve ||3393.36 ||0.00 ||3393.36 ||0.00 |
|Add:Adjust against Securities Premium Reserve ||239.79 ||0.00 ||239.79 ||0.00 |
|Add:Profit / (Loss) for the year ||867.60 ||547.78 ||867.69 ||548.04 |
|Less:Transferred to Debenture Redemption Reserve ||200.00 ||150.00 ||200.00 ||150.00 |
|Less:Transferred to Preference share Redemption Reserve ||375.00 ||0.00 ||375.00 ||0.00 |
|Less:Provision for Dividend on Preference share and tax thereon ||4.50 ||0.00 ||4.50 ||0.00 |
|Less:Provision for Dividend on Equity share and tax thereon ||123.92 ||0.00 ||123.92 ||0.00 |
|Balance carried to Balance Sheet ||164.17 ||(3633.15) ||164.87 ||(3632.54) |
During the year under review your Company reported a growth of 2.23% in Revenue and58.39% in Net Profit over the Previous Year. At Standalone level the Gross Revenue fromOperations stood at Rs. 18014.92 Lacs compared to Rs. 17621.19 Lacs in the PreviousYear.The Net Profit for the year stood at Rs. 867.60 Lacs against Rs. 547.77 Lacs reportedin the Previous Year.
In order to improve the performance your Directors are considering the various plansto modernize and expand the manufacturing capacity of the Company during the year.
DIVIDEND AND RESERVES
The Board in its meeting held on May 30th 2016 has recommended thedividend of 5 % i.e. Rs. 0.50 per equity share of face value of Rs. 10/- each for theFinancial Year ended March 31st 2016 aggregating to Rs. 102.96 Lacs subjectto approval of shareholders.
The Board in its meeting held on May 30th 2016 has recommended the dividendon Preference Shares as under;
i. Arrears of Dividend on 0.01% 2300750 Preference Shares upto 31.03.2015 Rs.69023/-.
ii. Dividend on 0.01 % 1400750 Preference Shares Rs. 14008/-
iii. Dividend on 0.01 % 900000 Preference Shares upto date of Redemption Rs. 5080/-.
iv. Pro-rata Dividend on 1.00 % 900000 Preference Shares Rs. 286005/-.
v. Dividend Distribution Tax Rs.76111 /-
The outgo on preference shares will be Rs. 450227/-including Dividend DistributionTax.
Total outgo on dividends as stated above will be Rs. 128.42 Lacs including DividendDistribution Tax (Previous Year NIL).
During the year under review your Company transferred Rs. 200.00 Lacs to the DebentureRedemption Reserve (Previous Year - Rs. 150.00 Lacs) and Rs. 375.00 Lacs to PreferenceShare Capital Redemption Reserve (Previous Year NIL). No amount was transferred to GeneralReserve.
In terms of the Special Resolution approved by the Shareholders at the Annual GeneralMeeting held on July 29th 2015 Company filed petition before the HonourableHigh Court Bombay to adjust the Debit balance of Profit & Loss Account againstCapital Reserve and Securities Premium Reserve and the same has been approved. Accordinglynecessary effect has been given in the Schedule "Reserves and Surplus".
The paid up Equity Share Capital and Preference Share Capital as at March 31st2016 stood at Rs. 1940.90 Lacs and 2300.75 Lacs respectively. During the year underreviewthe redemption of the
23.00. 750 0.01% Cumulative Non-Convertible Redeemable Preference Shares was due onSeptember 30th 2015. Company obtained approval from the preferenceshareholders to extend the date of redemption by 3 months i.e. 31st December2015 vide Postal Ballot for which the results were declared on September 30th2015. Company redeemed 9.00. 000 0.01% Cumulative Non-Convertible Redeemable PreferenceShares of Rs. 100/- each) on October 13th 2015 against the issue of fresh900000 1% Non-Cumulative Non-convertible Preference Shares of Rs. 100/- each.
Thereafter Company obtained further period of extension till June 30th2016 for the balance outstanding 1400750 Preference Shares. The same has been redeemedfully in June 2016.
Company obtained the approval from shareholders for Preferential Equity Issue to theNon-Promoter group at the Extra Ordinary General Meeting held on February 13th2016.Company allotted 1183800 Equity Shares @ Rs. 72/- per shares in May 2016.
Brickwork Ratings has assigned the credit Rating of the Company BBB- (Outlook: Stable)by upgrading the earlier rating of BB+(Outlook: Stable).
FINANCE AND ACCOUNTS
During the year under review Rs. 175.00 Lacs was paid to NonConvertible Debenturesholders. The outstanding balance as on March 31st 2016 is Rs. 3600.00 Lacs.
Cash and Cash Equivalents
Cash and cash Equivalents as at March 31st 2016 is Rs. 821.16 Lacs whichincludes Rs. 771.07 Lacs held in Escrow Account for preferential issue of equity shares.
The Company has neither invited nor accepted any deposit from the public within theambit of Section 73 of Companies Act 2013 and the Companies (Acceptance of Deposits)Rules 2014.
Particulars of Loans Guarantees and Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
Your Company prepares its financial statements in compliance with the requirements ofthe Companies Act 2013 and aforesaid Accounting Standards and other accounting principlesgenerally accepted in India. The Financial Statements have been prepared on historicalcost basis. The estimates and judgements relating to financial statements are made on aprudent basis so as to reflect in a true and fair manner the form and substance of thetransactions and reasonable present the Company's state of affairs profits and cash flowsfor the year ended March 31st 2016.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company prepared in accordance withrelevant Accounting Standards (AS) viz. AS 21 AS 23 and AS 27 issued by the Institute ofChartered Accountants of India form part of this Annual Report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review Your Company has only one Subsidiary Company namelyBindal Synthetics Private Limited. Subsidiary Company made a Net Profit of Rs. 11029/-for the year ended 31st March 2016.
A report on Financial position of the subsidiary in Form AOC-1 as per the CompaniesAct 2013 and Companies (Accounts) Rules 2014 is annexed as Annexure A.
During the year under review no company has become or ceased to be SubsidiaryAssociate or Joint Venture of the Company.
In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Ms. Rukmani Iyer Non-ExecutiveDirector retires by rotation and being eligible offers herself for re-appointment. TheBoard recommends her re-appointment for the consideration of the Members of the Company atthe ensuing Annual General Meeting.
During the Year under review Mr. Janardhan Joshi was appointed as an AdditionalDirector of the Company in the category of Independent Non-Executive Director with effectfrom October 20th 2015. The Company has received a Notice in writing underSection 160 of the Act from a member proposing his candidature for the office of Director
During the Year under review Mr. Suraj Dugar Director and Mr. Pujaram PurohitIndependent Director resigned from the Company with effect from August 28th2015 and October 20th 2015 respectively. The Board places on record itsappreciation for the services rendered by them during their tenure with the Company.
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.
The Securities and Exchange Board of India (SEBI) on September 02nd 2015issued SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with theaim to consolidate and streamline the provision of the Listing Agreement for differentsegments of capital markets to ensure better enforceability. The said regulations wereeffective from December 01st 2015. The Company has entered into ListingAgreement with Bombay Stock Exchange Limited and the National Stock Exchange duringFebruary 2016 wherein the shares of the Company are listed.
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of this policy are explained in the Corporate Governance Report. The Remunerationand Nomination Policy shall be available on the website of the Company(www.blueblends.com).
RISK MANAGEMENT POLICY
Pursuant to the requirement SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the Companies Act 2013 the Company has framed a Risk Managementpolicy. Risk management is embedded in your Company's operating frame work. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement frame work is reviewed periodically by the Board and the Audit Committee. Thedetails of this policy forms part of Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY
The Board of your Company has constituted a CSR Committee. As on 31st March2016 the Committee comprises of three Directors. Your Company has developed a CSR Policywhich is uploaded on the website of the Company viz. blueblends.com.
The Report on CSR activities as required under the Companies (Accounts) Rules 2014 isannexed as Annexure - B and forms an integral part of this Report.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including the adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
NUMBER OF MEETING OF BOARDS
The details of the number of the meetings of the Board held during the Financial Year2015-16 forms part of the Corporate Governance Report.The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 & SEBI(Listing Obligations and Disclosure Requirement Regulations 2015).
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the company:
|1. Mr. Anand Arya ||Chairman and Managing Director |
|2. Mr. Kushalraj Sonigda ||Company Secretary |
|3. Mr. Nirmal Sirohiya ||Chief Financial Officer |
During the year Ms. Archana Dubey resigned as Company Secretary of the Company w.e.fAugust 31st 2015. The Directors place on record the appreciation for thecontribution made by her during her tenure. The Board at its meeting held on August 28th2015 has appointed Mr. Kushalraj Sonigda as Key Managerial Personnel (Company Secretary)w.e.f September 01st 2015.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
The details of the committee along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There is no significant or material orders passed by the Regulators/ Courts that wouldimpact the going concern status of the Company and its future operations.
DIRECTORS' RESPOSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
1. that in the preparation of the annual financial statements for the year ended March31st 2016 the applicable accounting standards have been followed along withproper explanation relating to material departures if any;
2. that such accounting policies have been selected and applied them consistently andmade judgement and estimates have been made that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company as at March 31st2016 and of the profit of the Company for the year ended on that date;
3. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
4. that the annual financial statements have been prepared on a going concern basis;
5. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
6. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
The Company's Auditors M/s. P.C. Surana & Co. Chartered Accountants Mumbai whoretire at the ensuing Annual General Meeting of the Company are eligible forre-appointment. They have confirmed their eligibility under Section 141 of the CompaniesAct 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company.
Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of its textile activity is required to be audited. Your Directors had on therecommendation of the Audit Committee appointed M/s Kiran J. Mehta & Co. Ahmedabadto audit the cost accounts of the Company for the financial year 20162017.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Jeethi Pillai Company Secretary in Practice to undertake the SecretarialAudit of the Company. The Report on the Secretarial Audit is annexed here with as"Annexure C".
Explanations on the observations of Secretarial Audit Report:
1. During the year under review Company has spent less than 2 % of average net profitof the Company on Corporate Social Responsibility keeping in view the accumulated lossesat the beginning of the Financial Year 2015-16. The unspent amount have been carriedforward to the next Financial Year.
2. Company has appointed Mr. Nirmal Sirohiya as a Chief Financial Officer of theCompany as on date of this report.
3. Due to the technical issue while registering the Digital Signature of the Whole TimeCompany Secretary in Employment on the portal of Ministry of Corporate Affairs Websitesand in order to file the E-Form MGT-7 within the prescribed time limit E-form MGT - 7have been certified by the Practicing Company Secretary.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure D"
CONSERVATION OF ENERGY
1. Steps taken or impact on conservation of energy.
In line with the Company's commitment towards conservation of energy all unitscontinue with their efforts aimed at improving energy efficiency through innovativemeasures to reduce wastage and optimize consumption. Some of the measures taken by theCompany in this direction at its textile units located at areas under:
a) Reducing power consumption in cooling towers
b) Replacement of inefficient motors
c) Installation of I.R. Compressor
d) Installation of SE-12 and SE-11 Autocoro Machine
2. The steps taken by the company for utilising alternate sources of energy.
During the year under review some of the measures taken by the company are;
a) Separate energy meters have been installed for effectively monitoring the sectionwise energy consumption
b) Additional capacitor banks have been installed in different section
c) We have made optimum use of electrical motors and day light resources at plant.
3. The Capital investment on energy conservation equipment.
During the year under review Company has not incurred any capital expenditure onenergy conservation equipment TECHNOLOGY ABSORPTION
1. Efforts in brief made towards technology absorption adaptation & innovation:
The technologies have been absorbed and adapted/ innovated to make them suitable to theIndian manufacturing conditions by the active involvement of the R & D Department.
2. Benefits derived as a result of above efforts:
Absorption adaptation & innovation of imported technology have led to lessdependence on other manufacturer. This has saved a considerable amount of cost ofproduction.
3. Technology imported:
The Company is not using imported technology in the manufacturing process.
4. Expenditure incurred on Research and Development:
During the year under review Company has not incurred anyExpenditure on Research andDevelopment
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to inSection 188(1) of Companies Act 2013 as prescribed in Form AOC - 2 is appended as"Annexure - E".
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website viz.www.blueblends.com
FOREIGN EXCHANGE EARNINGS AND OUTGO Earnings : Rs. Nil (Previous year Rs. Nil)
Outgo : Rs. 405.92 Lakhs (Previous year Rs. 506.98 Lakhs)
As in the previous year this year too we are publishing only the statutory disclosurein the print version of the Annual Report. Electronic copies of the Annual Report 2015-16and Notice of the 35th Annual General Meeting are sent to all the members whoseE-Mail ID is registered with the Company/Depository Participant(s). The members who havenot registered their email addresses physical copies are sent in the permitted mode.
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its prices cyclical demand and pricing in the Company'sprinciple markets changes in Government regulations Tax regimes economic developmentswithin India and the countries in which the Company conducts business and other ancillaryfactors.
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.
FOR AND ON BEHALF OF THE BOARD
BLUE BLENDS (INDIA) LIMITED
DIN NO.: 00084995
CHAIRMAN AND MANAGING DIRECTOR
PLACE : MUMBAI
DATE : AUGUST 11th 2016