BLUE PEARL TEXSPIN LIMITED
(Formerly known as "E-Wha Foam India Limited")
Your Directors take pleasure in presenting their 23rd Annual Report of theCompany along with the Audited Financial Statements for the period ended March 31 2015.
1. FINANCIAL RESULTS:
The financial Results are briefly indicated below:
(Amt in Rs.)
|PARTICULARS ||PERIOD/YEAR ENDED |
| ||31.03.2015 ||30.06.2014 |
|Total Revenue ||1679343 ||2390664 |
|Total expenses ||1670614 ||2369708 |
|Profit/(Loss) before tax ||8729 ||20956 |
|Profit/(Loss) after tax ||6029 ||14479 |
|Profit/(Loss) Brought Forward ||(52132671) ||(52142506) |
|Balance carried to Balance Sheet ||(52132349) ||(52132671) |
2. FINANCIAL OPERATIONS:
Members are aware that business environment continues to be volatile due to globalslowdown uncertain environment and high fiscal deficit and inflation. Hence there aredifficult economic conditions coupled with fierce competition high inflationary marketconditions. During the period ended 31st March 2015 the profit after tax ofthe Company amounting to Rs. 6029/-.
3. DIVIDEND AND TRANSFER TO RESERVES:
As the Company is suffering losses no dividend was declared during the year. No amountis being transferred to reserves during the year under review.
4. DELISTING FROM AHMEDABAD STOCK EXCHANGE (ASE):.
The Company has submitted an application for voluntary Delisting of equity shares underClause 6(a) of SEBI (Delisting of equity shares) regulation 2009 to the Ahmedabad StockExchange (ASE). However as on date of this report the approval has not received.
5. REDUCTION OF SHARE CAPITAL OF THE COMPANY:
The Board of Directors of the Company in their Board Meeting dated 15th April2015 approved the draft scheme of reduction of the share capital of the Company from5120000 Equity Shares of Rs. 10/- Each aggregating to Rs. 51200000/-(Rupees FiveCrores Twelve Lacs) to Rs. 2560000/- (consisting of 256000 issued subscribed andpaid-up equity shares of Rs. 10/- each fully paid up). the Company has further submittedapplication with the BSE for its in principal approval. As on date of signing of thisreport the approval is not yet received.
During the period under review your Company has not accepted any deposits from thepublic as such no amount of principal or interest on public deposits was outstanding ason the date of the Balance Sheet.
7. WHISTLE BLOWER:
The Board of Directors have set up the Whistle Blower Policy i.e. Vigil Mechanism forDirectors and Employees of the Company to report concerns about unethical behaviouractual or suspected fraud or violations of Companys Code of Conduct or EthicsPolicy. The detailed Vigil Mechanism Policy is available at Companys Websitewww.bluepearltexspin.com.
8. PARTICULARS OF EMPLOYEES:
During the Financial Year the Company does not have any employee who was drawingremuneration required to be disclosed pursuant to the Section 197 of Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the period ended 31st March 2015 Mr. Deepak Rane (DIN- 05178672)resigned from the directorship of the Company w.e.f. 13th August 2014.
Mr. Shankar Pandare (DIN 05189612) resigned from directorship of the Companyw.e.f 13th November 2014 Mr. Shrikrishna B. Pandey has been appointed w.e.f.13th November 2014 as an additional Director cum Chief Financial Officer (CFO)of the Company. Ms. Renu Singh has been appointed w.e.f. 01st March 2015 as anAdditional Independent Women Director of the Company. Mr. Arun Kumar Sharma has beenappointed as a Chief Executive Officer (CEO) of the Company w.e.f 30th May2014.
The Company does not have any subsidiary Company.
11. DIRECTORS RESPONSIBILITY STATEMENT:
As required under Section 134 (3) (c) of the Companies Act 2013 your Directorsconfirm that:
i. In the preparation of the Annual Accounts for the year ended on 31st March2015 the applicable accounting standards have been followed along with proper explanationrelating to material departures.
ii. The Directors have 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 at the end of the financial year on 31stMarch 2015 and of the Profit or Loss of the Company for that period.
iii. The Directors have taken proper and sufficient care for the maintenances ofadequate accounting records in accordance with the provision of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv. The Directors have prepared the Annual accounts on a going concern basis.
v. The Director have laid down proper internal financial controls to be followed by thecompany and that such financial controls are adequate and are operating effectively
vi. The Director have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
12. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION:
Since the Company is not a manufacturing unit provisions of Section 134 (3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 regarding conservationof energy technology absorption is not applicable.
13. NUMBER OF BOARD MEETINGS:
During the financial year the Board of Directors had met four times on 30th May2014 13th August 2014 13th November 2014 14th February2015.
14. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the period under review there were no Foreign Exchange Earnings and Outgo.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethereunder the current auditors of the Company C.P. Jaria & Co. CharteredAccountants (registration number: 104058W) were appointed by the shareholders at the 22ndannual general meeting to hold office until the conclusion of the 26th annualgeneral meeting subject to ratification by shareholders at each annual general meeting.
The members are requested to ratify the appointment of C.P. Jaria & Co. CharteredAccountants (registration number: 104058W) as statutory auditors of the Company and tofix their remuneration for the year 2015-16.
16. AUDITORS REPORT:
Since notes to account are self-explanatory no further explanation is given by theBoard as such. Further the Auditors Report to the Shareholders does not contain anyadverse remarks or qualification.
17. COMMITTEES OF THE BOARD:
The Board has constituted Committees pursuant to provisions of Companies Act 2013 andrules framed there under and Listing Agreement entered with Stock Exchanges.
The committees of the Board are Audit Committee Stakeholders Relationship Committeeand Nomination and Remuneration Committee.
The composition and other details with respect to Committees are detailed in theCorporate Governance Report which forms part of this Annual Report.
18. CEO/CFO CERTIFICATION:
Certificate of CEO/CFO of the Company on Financial Statements Cash Flow Statement forthe period ended March 31 2015 and Certificate of CEO for compliance with Code of Conductby Board members and Senior Management personnel on Annual basis are enclosed herewith as Annexure5.
19. MANAGEMENT DISCUSSION AND ANALYSIS:
The Managements Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India isannexed to this report. (Annexure 1) 20. EVALUATION OF BOARD:
The performance of Board its Committees and Individual Director were reviewed duringthe year pursuant to subsection (p) (3) of Section 134 of the Companies Act 2013. TheSeparate meeting of independent Directors was held during the year to evaluate theperformance of other Non Independent Directors and of the Board as a whole also theperformance of Committees of the Board were reviewed. The performance of Board IndividualDirectors and Committees were found to be satisfactory.
21. CORPORATE GOVERNANCE REPORT:
Report on Corporate Governance of the Company for the period under review as per therequirements of Clause 49 of the Listing Agreement have been given under a separatesection and forms part of this Annual Report as
22. SECRETARIAL AUDIT:
The Secretarial Audit Report of M/s HS Associates Company Secretaries for the yearended on 31st March 2015 is self explanatory. Also annexed herewithsecretarial Audit report (MR-3) as Annexure 4- as provided by M/s. HS Associatesfor the secretarial audit conducted by them for the period 2014-15 under review.
The Board has appointed HS Associates Company Secretaries as the Secretarial Auditorsof the Company for the Secretarial Audit of the financial year ended on 31st March2016.
The company did not appoint a Whole time Company Secretary during the period underreview as the financial position of the Company is weak.
23. INTERNAL AUDITORS:
According to the recommendation of the Audit Committee the Board has appointed Mr.Phophalia S & Associates Chartered Accountants as an internal auditor of the Companyfor the financial year 2015-16.
24. EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT 9 pursuant to section 92 (3) of theCompanies Act 2013 and rule 12 (1) of Companies (Management and Administration) Rules2014 are as per Annexure to this Report as Annexure 3.
25. LISTING FEES:
Being listed at BSE Limited Mumbai the Company has duly paid the listing fees.
26. PARTICULARS OF LOAN GURANTEES OR INVESTMENT:
During the year the Company has not given any loans given any guarantee or providedsecurity as per Section 186 of the Companies Act 2013.
27. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:
As per the declarations received from Independent Directors their appointment as anIndependent Director of the Company was in compliance with Section 149 (6) of theCompanies Act 2013.
28. MEETING OF INDEPENDENT DIECTORS:
The Independent Directors met once during the year to review the working of theCompany its Board and Committees. The meeting decided on the process of evaluation of theBoard and Audit Committee. It designed the questionnaire on limited parameters andcompleted the evaluation of the Board by Non Executive Directors and of the Auditcommittee by other members of the Board. The same was complied by Independent authorityand informed to the members.
29. NOMINATION AND REMUNERATION COMMITTEE:
The Board had constituted Nomination and Remuneration Committee pursuant to theprovisions of subsection (1) of Section 178 of Companies Act 2013. Pursuant to subsection(3) of Section 178 of Companies Act 2013 the Nomination and Remuneration Committee hasformulated the criteria for determining qualifications positive attributes andindependence of a Director and recommended to the Board the policy relating to theremuneration of directors key managerial personnel and other employees. The policy isavailable at Companys website on www.bluepearltexspin.com.
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year 2014-15 there were no contract or Arrangements entered in to by theCompany with related parties. The policy on Related party Transactions is available on thewebsite of the Company.
31. INTERNAL FINANCIAL CONTROLS:
The Board hereby reports that the Internal Financial Controls were reviewed by theAudit Committee and there were adequate Internal Financial Controls existed in the Companywith respect to the Financial Statements for year ended on 31st March 2015 and theInternal Financial Controls are operating effectively.
32. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed also discussed at the meetings of the Audit Committee and theBoard of Directors of the Company.
The Companys internal control systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. Significant audit observations andfollow up actions thereon are reported to the Audit Committee.
Your Directors would like to express their sincere appreciation to the shareholders forthe confidence reposed by them in the company and for the continued support andco-operation extended by them. Your Directors also wish to place on record their deepsense of appreciation for the continuing support and efforts of Vendors Dealers BusinessAssociates and Employees received during the period ended March 31 2015.
| ||By Order of the Board of Directors |
| ||Blue Pearl Texspin Limited |
| ||(Formerly known as "E-Wha Foam India Limited") |
| ||ARUN KUMAR SHARMA |
|Date : 12th August 2015 ||Chairman |
|Place : Mumbai ||DIN- 00369461 |