You are here » Home » Companies » Company Overview » Blue Blends (India) Ltd

Blue Blends (India) Ltd.

BSE: 502761 Sector: Industrials
NSE: BLUEBLENDS ISIN Code: INE113O01014
BSE LIVE 14:37 | 18 Dec 34.50 3.10
(9.87%)
OPEN

32.80

HIGH

34.50

LOW

29.95

NSE 14:29 | 18 Dec 34.50 3.10
(9.87%)
OPEN

31.20

HIGH

34.50

LOW

29.00

OPEN 32.80
PREVIOUS CLOSE 31.40
VOLUME 88932
52-Week high 64.00
52-Week low 26.85
P/E 12.59
Mkt Cap.(Rs cr) 71
Buy Price 34.50
Buy Qty 19638.00
Sell Price 0.00
Sell Qty 0.00
OPEN 32.80
CLOSE 31.40
VOLUME 88932
52-Week high 64.00
52-Week low 26.85
P/E 12.59
Mkt Cap.(Rs cr) 71
Buy Price 34.50
Buy Qty 19638.00
Sell Price 0.00
Sell Qty 0.00

Blue Blends (India) Ltd. (BLUEBLENDS) - Director Report

Company director report

To the Members of

BLUE BLENDS (INDIA) LIMITED

The Board of Directors hereby present the Thirty Sixth Annual Report on the Businessand Operations of your Company along with the Audited Financial Statements for theFinancial Year ended March 31st 2017.

FINANCIAL RESULTS (Rs. In Lakhs)
Standalone Consolidated
Particulars 31st March 2017 31st March 2016 31st March 2017 31st March 2016
Gross Income 16491.71 18014.92 16491.71 18015.32
Profit before interest Depreciation & Tax 2052.60 2335.20 2055.84 2335.38
Less : Interest 1131.45 1084.79 1131.45 1084.79
Less : Depreciation 221.78 312.95 221.84 313.01
Profit before exceptional items and tax 699.37 937.46 702.55 937.58
Add : Exceptional items - - - -
Profit before Tax 699.37 937.46 702.55 937.58
Less : Provision for Tax 2.40 69.86 3.22 69.89
Profit after Tax 696.97 867.60 699.33 867.69
Less : Transferred to Debenture Redemption Reserve 350.00 200.00 350.00 200.00
Transferred to Preference Share Redemption Reserve - 375.00 - 375
Provision for Dividend on Preference & Equity Share 10.75 128.43 10.75 128.43
Add : Profit/( Loss) brought forward from Previous year 164.17 (3633.15) 164.87 (3632.54)
Adjusted against capital & Securities Premium Reserve 0 3633.15 0 3633.15
Balance carried to Balance Sheet 500.39 164.17 503.45 164.87

FINANCIAL PERFORMANCE :

During the year under review the Gross Revenue from Operations at standalone levelstood at Rs.16491.71 Lakhs compared to Rs. 18014.92 Lakhs in the Previous Year. The NetProfit for the year stood at Rs. 696.97 Lakhs against Rs. 867.60 Lakhs reported in thePrevious Year.

There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisreport.

DIVIDEND AND RESERVES :

During the year under review Board has not recommended any dividend on equity sharefor the Financial Year ended March 31st 2017.

The Board has recommended the dividend @ 1.00% on 900000 Preference Shares of Rs.100/- each. The outgo on dividend on Preference Shares will be Rs. 1075050/- includingDividend Distribution Tax.

During the year under review your Company transferred Rs. 350.00 Lakhs to theDebenture Redemption Reserve. No amount was transferred to General Reserve.

SHARE CAPITAL :

The paid up Equity Share Capital and Preference Share Capital as at March 31st 2017stood at Rs. 2059.29 Lakhs and 900.00 Lakhs respectively. During the year under review1400750 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100/- each wereredeemed on June 30th 2016

Company obtained the approval from shareholders for Preferential Issue of Equity Sharesto the Non-Promoter group at the Extra Ordinary General Meeting held on February 13th2016. Company allotted 1183800 Equity Shares @ Rs. 72/- per shares in May 2016.

CREDIT RATING :

Brickwork Ratings has assigned the credit rating of the Company BB (RPS); Stable[Double B; Outlook: Stable].

FINANCE AND ACCOUNTS :

Debentures

During the year under review your Company have issued and allotted followingDebentures at par on private placement basis to Edelweiss Stressed & Troubled AssetsRevival Fund – 1 (herein after called as Edelweiss)

• 16 % 430 Non-Convertible Debentures of Rs. 1000000/- each to Edelweissaggregating to 4300 Lakhs.

The NCD's were listed on the Wholesale Debt Market of Bombay Stock Exchange &National Stock Exchange of India Limited.

• 50 Optionally Convertible Debentures of Rs. 1000000/- each to Edelweissaggregating to 500 Lakhs.

EVENT SUBSEQUENT TO BALANCE SHEET

Company have issued and allotted 1058425 Equity Shares at Rs. 47.24 per share on July22nd 2017 pursuant to coversion notice received from the holders of 50 OptionallyConvertible Debentures i.e. Edelweiss.

During the year under review Company have redeemed 17% 430 Non-Convertible Debenturesof Rs. 1000000/- each issued to Religare Finvest Limited

Cash and Cash Equivalents

Cash and cash Equivalents as at March 31st 2017 is Rs. 342.78 Lakhs.

Fixed Deposit

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.

Accounting

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 2017.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company prepared in accordance withAccounting Standards 21 issued by the Institute of Chartered Accountants of India formpart 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 Profit of Rs. 317924/- forthe year ended 31st March 2017.

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 Associate or JointVenture of the Company.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES :

The particulars of contract or arrangements with related parties referred to in Section188(1) of Companies Act 2013 as prescribed in Form AOC-2 is appended as "AnnexureB"

The policy on materiality of related party transaction and dealing with related partytransactions as approved by the Board may be accessed on the Company's website Viz.http://www.blueblends.com/FR_images/ Report720201612912.pdf

DIRECTORS :

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. Kalathoor Parthasarathy Independent Directorvacated from the office of the Director with effect from August 11th 2016 under section167(1)(b) of the Companies Act 2013. The Board places on record its appreciation for theservices rendered by them during their tenure with the Company.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

CORPORATE GOVERNANCE :

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.

MANAGEMENT DISCUSSION AND ANALYSIS :

Management Discussion and Analysis Report for the year under review as requiredpursuant to the provisions of Regulation 34(2)(e) read with Schedule V(B) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed herewith vide "AnnexureC" and forms an integral part of this Annual Report.

REMUNERATION AND NOMINATION 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 framework. 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 framework 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 March 2017 theCommittee comprises of three Directors. Your Company has developed a CSR Policy which isavailable on the following link http://www.blueblends.com/FR_images/Report720201612128.pdf

As a part of its initiative under the "Corporate Social Responsibility" (CSR)drive the Company has undertaken projects in the area of urban and rural developmenteradicating hunger promoting health care and education. These projects are in accordancewith Schedule VII of the Companies Act 2013 and the Company's CSR policy. The Report onCSR activities as required under the Companies (Corporate Social Responsibility Policy)Rules 2014 is annexed as "Annexure – D" and forms an integral partof this Report.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY :

The Company has a robust and comprehensive Internal Financial Control systemcommensurate with the size scale and complexity of its operation. The system encompassesthe major processes to ensure reliability of financial reporting compliance withpolicies procedures laws and regulations safeguarding of assets and economical andefficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and theeffectiveness of the Company's Internal Financial Control System. The Statutory Auditorsof the Company have also reviewed the Internal Financial Control system implemented by theCompany on the financial reporting and in their opinion the Company has in all materialrespects adequate Internal Financial Control system over Financial Reporting and suchInternal Financial Controls over Financial Reporting were operating effectively as on 31stMarch 2017 based on the internal control over Financial reporting Criteria established bythe Company.

The policies and procedures adopted by the company ensures the orderly and efficientconduct of its business and adherence to the company's policies prevention and detectionof frauds and errors accuracy and completeness of the records and the timely preparationof reliable financial information. The Internal auditors continuously monitor the efficacyof internal controls with the objective of providing to the Audit Committee and the Boardof Directors an independent objective and reasonable assurance on the adequacy andeffectiveness of the organisation's risk management with regard to the internal controlframework.

The Audit Committee meet the Company's Statutory Auditors to ascertain their views onthe financial statements including the financial reporting system and compliance toaccounting policies and procedures followed by the Company.

NUMBER OF MEETING OF BOARDS :

The details of the number of the meetings of the Board held during the

Financial Year 2016-17 forms part of the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

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. Nirmalkumar Sirohiya Chief Financial Officer

The Board at its meeting held on August 11th 2016 have appointed Mr. NirmalkumarSirohiya as Key Managerial Personnel (Chief Financial Officer) with immediate effect.

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 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

2. that such accounting policies have been selected and applied consistently andjudgement and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31st 2017 and ofthe 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 other irregularities;

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.

AUDITORS :

STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules madethereunder the term of office of M/s. P. C. Surana & Co. as the Statutory Auditors ofthe Company will conclude from the close of ensuing Annual General Meeting of the Company.

The Board of Directors places on record its appreciation to the services rendered byM/s. P. C. Surana & Co. as the Statutory Auditors of the Company.

Subject to the approval of the Members the Board of Directors of the Company hasrecommended the appointment of M/s JMT & Associates Chartered Accountants (ICAI FirmRegistration Number 104167W) as the Statutory Auditors of the Company pursuant to Section139 of the Companies Act 2013. They have confirmed their eligibility under Section 141 ofthe Companies Act 2013 and the Rules framed thereunder for reappointment as Auditors ofthe Company

Accordingly the Board recommends the resolution in relation to appointment ofStatutory Auditors for the approval by the shareholders of the Company.

There is no audit qualification for the year under review.

COST AUDITORS

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 re-appointed M/s Kiran J. Mehta & Co.Ahmedabad to audit the cost accounts of the Company for the Financial Year 2017-2018.

SECRETARIALAUDITOR

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 of the Secretarial Audit Report is annexed herewith as "AnnexureE".

There is no secretarial audit qualification for the year under review.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure F"

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The requisite information with regard to conservation of energy technology absorptionand foreign exchange earnings and outgo in terms of the Section 134(3)(m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 is given in "AnnexureG" to this report.

ENVIRONMENT AND SAFETY :

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

PARTICULARS OF EMPLOYEES :

Disclosures pertaining to remuneration and other required information pursuant toSection 197 (12) read with Rule 5 of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of employees of the Company is providedherewith under "Annexure H" which forms part of the Report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS :

The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. The Company has a structured induction process at alllocations and management development programs to upgrade skills of managers. Objectiveappraisal systems based on Key Result Areas (KRAs) are in place for senior managementstaff.

The Company is committed to nurturing enhancing and retaining its top talent throughsuperior learning and organizational development. This is a part of our Corporate HRfunction and is a critical pillar to support the organization's growth and itssustainability in the long run.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘Act') and Rules made thereunder yourCompany has constituted Internal Complaints Committees (ICC) at its workplaces. During theyear no complaints were filed with the Company.

GREEN INITIATIVES :

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 2016-17and Notice of the 36th Annual General Meeting are sent to all the members whose E-Mail IDis registered with the Company/Depository Participant(s). The members who have notregistered their email addresses physical copies are sent in the permitted mode.

CAUTIONARY STATEMENT :

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.

APPRECIATION :

Your Directors would like to express their sincere appreciation for assistance andco-operation received from the various stake holders including Financial Institutions andBanks Governmental authorities and other business associates who have extended theirvaluable support and encouragement during the year under review

Your Directors take the opportunity to place on record their deep appreciation of thecommitted services rendered by the employees at all levels of the Company who havecontributed significantly towards Company's performance and for enhancing its inherentstrength. Your Directors also acknowledge with gratitude the encouragement and supportextended by our valued shareholders.

FOR AND ON BEHALF OF THE BOARD

BLUE BLENDS (INDIA) LIMITED

ANAND ARYA

DIN NO.: 00084995

CHAIRMAN AND MANAGING DIRECTOR

DATE : AUGUST 08TH 2017 PLACE : MUMBAI

ANNEXURE A

Form AOC-1

(PURSUANT TO FIRST PROVISO TO SUB-SECTION (3) of Section 129 READ WITH RULE 5 OF

COMPANIES (ACCOUNTS) RULES 2014)

Statement containing salient features of the Financial Statement of

Subsidiaries / Associates / Companies / Joint Venture (Amount in Rs.) Subsidiaries

Particular Details
1. Name of the subsidiary Bindal Synthetics Private LImited
2. Reporting period for the subsidiary concerned if different from the holding company's reporting period April 01 2016 - March 31 2017
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries NA
4. Share capital 7000000
5. Reserves & surplus 6968776
6. Total assets 97885238
7. Total Liabilities 83916462
8. Investments NIL
9. Total Revenue 454150
10. Profit before taxation 317924
11. Provision for taxation 82100
12. Profit after taxation 235824
13. Proposed Dividend 0
14. % of shareholding 100

Notes :

1. Names of Subsidiaries which are yet to commence operations : NIL

2. Names of Subsidiaries which have been liquidated or sold during the year : NIL

For & on behalf of the Board

Anand Arya Shabbir Tambawalla
Chairman & Managing Director Director
DIN No. 00084995 DIN No. 00087366
Nirmalkumar Sirohiya Kushalraj Sonigda
Chief Financial Officer Company Secretary

As per our report of even date For P.C. Surana & Co.

Chartered Accountants (Registration No 110631W)

P. C. Surana Partner M. No. : 017136 Place : Mumbai.

Dated : AUGUST 08TH 2017

ANNEXURE B

FORM NO. AOC - 2

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe

Companies (Accounts) Rules 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis: NIL

2. Details of material contracts or arrangement or transactions at arm's length basis

(Amt. in Lakhs)

Name of Related party Nature of Transactions Value of Transaction Name of the Director or Key Managerial Personnel who is related
Premier Synthetics Limited Job Charges 870.82 Mr. Anand Arya
Silvassa Span Yarn Industries 308.32 Mr. Anand Arya
Bindal Synthetics Pvt. Ltd. 0.78 Mr. Anand Arya
Agarwal Synthetics Rent 1.20 Mr. Anand Arya
Indu Anand Arya 1.20 Mr. Anand Arya
Silvassa Span Yarn Industries Purchase of Goods 1319.90 Mr. Anand Arya
Silvassa Span Yarn Industries Sale of Goods 1716.26 Mr. Anand Arya

For & on behalf of the Board

Anand Arya Shabbir Tambawalla
Chairman & Managing Director Director
DIN No. 00084995 DIN No. 00087366
Nirmalkumar Sirohiya Kushalraj Sonigda
Chief Financial Officer Company Secretary

As per our report of even date

For P.C. Surana & Co.

Chartered Accountants

(Registration No 110631W)

P. C. Surana

Partner

M. No. 017136

Place : Mumbai.

Dated : AUGUST 08TH 2017