Blue Circle Services Ltd.
|BSE: 508939||Sector: Financials|
|NSE: N.A.||ISIN Code: INE526K01023|
|BSE LIVE 18:52 | 30 Oct||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 508939||Sector: Financials|
|NSE: N.A.||ISIN Code: INE526K01023|
|BSE LIVE 18:52 | 30 Oct||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
To The Members
Your Directors have pleasure in presenting the 33rd Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended March 312015.
OVERVIEW OF ECONOMY
The Economy of India is the seventh-largest in the world by nominal GDP and the thirdlargest by purchasing parity (The country is one of the G-20 major economies a member ofBRICS and a developing economy among the top 20 global traders according to the WTO.
According to the Indian Finance Ministry the annual growth rate of the Indian economyis projected to have increased to 7.4% in 2014-15 as compared with 6.9% in the fiscal year2013-14. In an annual report the IMF forecast that the Indian Economy would grow by 7.5%percent in the 2015-16 fiscal year starting on April 1 2015 up from 7.2% (201415).
India was the 19th-largest merchandise and the 6th largest services exporter in theworld in 2013; it imported a total of $616.7 billion worth of merchandise and services in2013 as the 12th-largest merchandise and 7th largest services importer.The agriculturalsector is the largest employer in Indias economy but contributes a declining shareof its GDP (13.7% in 2012-13).Its manufacturing industry has held a constant share of itseconomic contribution while the fastest-growing part of the economy has been its servicessector which includes among others the construction telecommunications software andinformation technologies infrastructure tourism education health care travel tradeand banking industries.
PERFORMANCE HIGHLIGHTS & OUTLOOK
The current financial year was a nightmare for the Company. The Company was mainly intothe business of investment in Share & Securities and Small Cap sector performed badlyduring the financial year under review. The Company has invested into some of small capcompanies and due to investigations initiated by several Regulatory Bodies has forcedCompany to opt out of such investments. The Company has incurred huge losses on account ofsuch sales and has lost significant portion of working capital which is to the tune of Rs.1400 Crore. Gross revenue from operations remained at Rs. 2708.56 Lac in comparison tolast years figure of Rs. 245.63 Lac. In term of Net Profit/(Loss) the Company hasincurred a loss of Rs. 1629.71 Lac in comparison to last years net profit of Rs.14.87 Lac (after considering Extra-Ordinary Items).
The Company is in to the business of financing activities and investments activities inCapital Market till the time. Beside this your Company is also into the Advisory Servicesfor needs of financial assistance by Corporate Houses and HNIs. The Company is providingfinancing services from Banks and Finance Companies on commission basis.
The outlook for the current year is challenging mainly due to lack of sufficientworking Capital as well as fear of non-performance by securities where Company has made aninvestments. Your Company is hopeful of coming out difficult time and will be able torecover from the shock.
DIVIDEND AND RESERVES
Due to losses incurred during the year your Directors do not recommend any Dividendfor the year under review. During the year under review no amount was being transferredto General Reserve.
The paid up Equity Share Capital as on March 31 2015 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 2015 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 Companys state of affairs profits/(loss) and cash flows for the yearended 31st March 2015. The Company continues to focus on judicious managementof its working capital. receivables inventories and other working capital parameters werekept under 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.
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.
All transactions entered into with Related Parties as defined under the Companies Act2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinarycourse of business and on an arms length pricing basis and do not attract theprovisions of Section 188 of the Companies Act 2013 thus disclosure in form AOC-2 is notrequired. There were no materially significant transactions with related parties duringthe financial year which were in conflict with the interest of the Company. Suitabledisclosure as required by the Accounting Standards (AS18) has been made in the notes tothe Financial Statements. The policy on Related Party Transactions as approved by theBoard; is uploaded on the Companys website.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 49 of Listing Agreement the Management Discussion and Analysisis annexed and forms part of the Directors Report.
There is no Change in Management of the Company during the year under review.
During the Year your Board has appointed Ms. Vandana N. Sahu as AdditionalIndependent Director of the Company to fulfill the requirement of Companies Act 2013 aswell as Clause 49 of Listing Agreement.
Further Mr. Dhruva Narayan Jha Non-Executive Director has resigned from the Boardw.e.f. 7th May 2015. Further none of the Directors of the Company aredisqualified under sub-section (2) of Section 164 of the Companies Act 2013.
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 Boards 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 Revised Clause 49 of the Listing Agreement (applicable from October 1 2014)any person who has already served as Independent Director for five years or more in acompany as on October 1 2014 shall be eligible for appointment on completion of thepresent term for one more term of up to 5 (five) years only.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURINGTHE YEAR
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 (as tenure of suspensionhas not been mentioned in said Orders) Apart from above there are no other significantand material orders passed by the Regulators/Courts that would impact the going concernstatus of the Company 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(5) of the Companies Act 2013 the Board ofDirectors confirms that:
1. In the preparation of the annual accounts for the year ended 31st March 2015 allthe applicable accounting standards specified under Section 133 of the Act read with Rule7 of the Companies (Accounts) Rules 2014 have been followed;
2. The Directors had adopted such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;
3. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; and
4. The Directors had prepared the annual accounts on a going concern basis.
5. Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively; and
6. Systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
Your Company believes that in addition to progressive thought it is imperative toinvest in information and technology to ascertain future exposure and prepare forchallenges. In its endeavor to obtain and deliver the best your Company has tie-ups withan IT solution Company to harness and tap the latest and the best of technology in theworld and deploy/absorb technology wherever feasible relevant and appropriate.
BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Clause 49 of the Listing Agreement the Company hasconstituted a Business Risk Management Committee. The details of Committee and its termsof reference are set out in the Corporate Governance Report forming part of theBoards Report.
The Company has a robust Business Risk Management (BRM) framework to identify evaluatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhance the Companys competitiveadvantage. The business risk framework defines the risk management approach across theenterprise at various levels including documentation and reporting. The framework hasdifferent risk models which help in identifying risks trend exposure and potential impactanalysis at a Company level as also separately for business segments viz. Finance andCapital Market activities.
INTERNAL CONTROL SYSTEMS ANDTHEIR ADEQUACY
The Company has an Internal Control System 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
As required under Rule 7 of The Companies (Meetings of Board and its Powers) Rules2014 the Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to dealwith instance of fraud and mismanagement if any. The detail of the FRM Policy isexplained in the Corporate Governance Report.
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 33rd Annual General Meeting up to theconclusion of the 37th consecutive Annual General Meeting (subject toratification by the members at every subsequent AGM). As required under the provisions ofSection 139 & 142 of the Companies Act 2013 the Company has obtained writtenconfirmation from M/s. Pradeep Gupta; that their appointment if made would be inconformity with the limits specified in the said Section.
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 M/s G. S. Bhide & Associates a firm of Company Secretaries in Practice 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 information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees particulars which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.
PARTICULARS UNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013
Since the Company is into the Business of Financing and Investing activities in Sharesand Securities; the information regarding conservation of energy Technology AbsorptionAdoption and innovation under section 134(3)(m) of the Companies Act 2013 read withRule 8 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.
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 Agreement with the BSE Limited. Pursuant to Clause 49 of the Listing Agreementa Report on the Corporate Governance and the Auditors Certificate on Corporate Governanceare annexed to this report.
Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Companys valuedcustomers bankers vendors and members for their continued support and confidence in theCompany.
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