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Blue Circle Services Ltd.

BSE: 508939 Sector: Financials
NSE: N.A. ISIN Code: INE526K01031
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VOLUME 8
52-Week high 43.50
52-Week low 37.70
P/E
Mkt Cap.(Rs cr) 77
Buy Price 0.00
Buy Qty 0.00
Sell Price 38.00
Sell Qty 820.00
OPEN 38.00
CLOSE 38.00
VOLUME 8
52-Week high 43.50
52-Week low 37.70
P/E
Mkt Cap.(Rs cr) 77
Buy Price 0.00
Buy Qty 0.00
Sell Price 38.00
Sell Qty 820.00

Blue Circle Services Ltd. (BLUECIRCLESER) - Director Report

Company director report

Directors’ Report

ToThe Members

Your Directors have pleasure in presenting the 34th Annual Report of your Companytogether with the Audited Statements of Accounts for the year ended March 31 2016.

(Rs. in Lac)

Financial Results Year Ended 31.03.2016 Year Ended 31.03.2015
Income 82.52 2708.56
Profit/(Loss) before Tax & Extra-Ordinary Items (32.64) (1624.39)
Less : Provision for Taxation including Deferred Tax 7.46 -
Profit/(Loss) afterTax (40.10) (1624.39)
Less : Earlier Year Tax written off 0.22 5.31
Net Profit/(Loss) after Extra-Ordinary Items (Adjustments) (40.32) (1629.71)
Add : Profit/(Loss) brought forward from previous year (1400.33) 229.38
Balance of Profit/(Loss) carried forward to next year (1440.65) (1400.33)

OVERVIEW OF ECONOMY

Economic growth in India accelerated in Fiscal Year 2015-16 despite a double-digitdecline in exports. It is projected to dip marginally in FY2016 due to a slowdown inpublic investment stressed corporate balance sheets and declining exports then pick upin FY2017 as newly strengthened bank and corporate finances allow a revival in investment.Notwithstanding unexpected delays in enacting some economic reform the prospects forcontinued rapid growth are undiminished.

PERFORMANCE HIGHLIGHTS & OUTLOOK

The Company was not in any sort of business apart from few transactions in Shares &Securities as well as financing activities. These activities were not sufficient to meetits expenses. Non-receipt of interest of Rs. 9.52 lac provided on loan during lastfinancial year and was written off during the year was an added pain to the Company.

Gross revenue from operations stood at Rs. 82.52 lac in comparison to last years’revenue of Rs. 2708.56 lac. In term of Net Profit/ (Loss) the Company has incurred a lossof Rs. 40.32 lac in comparison to last years’ net loss of Rs. 1629.71 lac (afterconsidering Extra-ordinary items).

The Company is into the business of financing and trading / investments activities inShares and Securities.

The outlook for the current year remains extremely challenging due to lack of workingCapital fall in interest rate as well as high volatility and drying up in volumes insecurities market. Your Company is hopeful of coming out of difficult time and will beable to recover from losses as the time progresses.

DIVIDEND AND RESERVES

Due to losses incurred during the year and for the reason of carried forward lossesyour Directors do not recommend any Dividend for the year under review.

During the year under review no amount was being transferred to General Reserve.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2016 was Rs. 20.3470 Crore. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity. As on March 31 2016 none of the Directors and/orKey Managerial Person of the Company hold instruments convertible in to Equity Shares ofthe Company.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements theCompanies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India. Thefinancial statements have been prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company’s state of affairs profits/(loss) and cash flows for the yearended 31st March 2016. The Company continues to focus on judicious management of itsworking capital receivables inventories and other working capital parameters were keptunder strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutoryauditors for the year under review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Company does not have any material subsidiary whose net worth exceeds 20% of theconsolidated net worth of the holding company in the immediately preceding accounting yearor has generated 20% of the consolidated income of the Company during the previousfinancial year. Accordingly a policy on material subsidiaries has not been formulated.

RELATED PARTYTRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of Listing Regulations; during the financial year were in theordinary course of business and on an arm’s length pricing basis and do not attractthe provisions of Section 188 of the Companies Act 2013 and the Rules made thereunder arenot attracted and thus disclosure in form AOC-2 in term of Section 134 of Companies Act2013 is not required. Further there are no materially significant transactions withrelated parties during the financial year which were in conflict with the interest of theCompany. Suitable disclosure as required by the Accounting Standards (AS18) has been madein the notes to the Financial Statements. The policy on Related Party Transactions asapproved by the Board is uploaded on the Company’s website viz.www.blurcircleservices.com

MANAGEMENT DISCUSSION & ANALYSIS

As required by Regulation 34 of Listing Regulations the Management Discussion andAnalysis is annexed and forms part of the Directors’ Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

During the financial year under review there is no change in the composition of Boardof Directors of the Company. All Independent Directors have given declarations that theymeet the criteria of independence as laid down under Section 149(6) of the Companies Act2013 and Regulation 16 (b) of the Listing Regulations.

Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to five consecutive years on the board of a company but shall beeligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Board’s Report.Further Section 152 of the Act provides that the Independent Directors shall not be liableto retire by rotation in the Annual General Meeting (‘AGM’) of the Company.

As per Regulation 25 of Listing Regulations (applicable from December 1 2015) aperson shall not serve as an independent director in more than seven listed entities:provided that any person who is serving as a whole time director in any listed entityshall serve as an independent director in not more than three listed entities. Furtherindependent directors of the listed entity shall hold at least one meeting in a yearwithout the presence of non-independent directors and members of the management and allthe independent directors shall strive to be present at such meeting.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. No. Name Designation Date of Appointment Date of Resignation
1. Not Any - - -

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS OR COURTS

An order was passed by SEBI vides Order No. WTM/RKA/ ISD/162/2014 dated 19th December2014 and re-confirmation Order No. WTM/RKA/ISD/31/2015 dated 20th April 2015 in the matterof dealing in the Shares of First Financial Services Limited; where in the Company hasbeen debarred from accessing Capital Market for the time being (tenure of suspension hasnot defined in said order). Apart from above there are no other significant and materialorders passed by the Regulators/Courts that would impact the going concern status of theCompany and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position ofthe Company between the end of financial year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 the Board ofDirectors confirms that:

1. that in the preparation of the Annual Accounts for the year ended March 31 2016the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

2. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the profit ofthe Company for the year ended on that date;

3. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

4. the annual accounts have been prepared on a going concern basis;

5. that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

6. that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

BUSINESS RISK MANAGEMENT

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.However provision of Regulation 21 of Listing Regulations for constitution of RiskManagement Committee is not applicable to the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control Systems commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies. Based on the report of internal audit function process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company i.e.www.bluecircleservices.com

INFORMATIONTECHNOLOGY

Innovation and Technology are synonymous with the Company. The investment in technologyacts as a catalyst and enables the Company to be innovative.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of your Company.

AUDITORS Statutory Auditors

The Auditors M/s Pradeep Gupta Chartered Accountants Mumbai who are StatutoryAuditors of the Company and holds the office until the conclusion of ensuing AnnualGeneral Meeting and are recommended for re-appointment to audit the accounts of theCompany from the conclusion of the 34th Annual General Meeting up to the conclusion of the37th consecutive Annual General Meeting (subject to ratification by the members at everysubsequent AGM). As required under the provisions of Section 139 & 142 of theCompanies Act 2013 the Company has obtained written confirmation from M/s. Pradeep Gupta;that their appointment if made would be in conformity with the limits specified in thesaid Section.

Secretarial Auditors

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 Mr. Madan Mohan Kothari Company Secretaries in Practice (C. P. No. 8734) toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed elsewhere in this Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 as requiredunder section 92 of the Companies Act 2013 is annexed elsewhere in this Annual Report.

PARTICULARS OF EMPLOYEES

The Company wishes to place on record their appreciation to the contribution made bythe employee of the Company during the period.

During the year under review there were no employees who were in receipt of theremuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment andRemuneration) Rules 2014 and therefore no disclosures need to be made under the saidsection.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder the Companyhas not received any complaint of sexual harassment during the year under review.

PARTICULARS UNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013

Since the Company is into the business of Financing and Investment activities in sharesand securities; the information regarding Conservation of Energy Technology AbsorptionAdoption and Innovation as defined under section 134(3) (m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the CompaniesAct 2013 and the Listing Regulations. Pursuant to Regulation 27 of Listing Regulations aReport on the Corporate Governance and the Auditors Certificate on Corporate Governanceare annexed to this report.

CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysisdescribing the Company’s objectives projections estimates expectations orpredictions may be "forward-looking statements" within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from thoseexpressed or implied.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Company’s valuedcustomers bankers vendors and members for their continued support and confidence in theCompany.

Mumbai May 28 2016 By order of the Board
For BLUE CIRCLE SERVICES LIMITED
Registered Office :
Unit No. 324 3rd Floor Bldg. No. 9 ANIL KUMAR PUROHIT
Laxmi Plaza New Link Road (DIN : 00082942)
Andheri (W) Mumbai – 400 053 Chairman & Managing Director