You are here » Home » Companies » Company Overview » Blue Star Infotech Ltd

Blue Star Infotech Ltd.

BSE: 532346 Sector: IT
NSE: BLUESTINFO ISIN Code: INE504B01011
BSE LIVE 15:40 | 01 Jun Stock Is Not Traded.
NSE LIVE 15:41 | 01 Jun Stock Is Not Traded.
OPEN 288.00
PREVIOUS CLOSE 286.00
VOLUME 1662
52-Week high 305.00
52-Week low 200.10
P/E 14.19
Mkt Cap.(Rs cr) 313.63
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 288.00
CLOSE 286.00
VOLUME 1662
52-Week high 305.00
52-Week low 200.10
P/E 14.19
Mkt Cap.(Rs cr) 313.63
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Blue Star Infotech Ltd. (BLUESTINFO) - Director Report

Company director report

DEAR MEMBERS

Your Directors present herewith the Eighteenth Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the yearended 31 March 2015.

1. FINANCIAL RESULTS:

The Company’s operating performance during the year ended 31 March 2015 ascompared to the previous year is indicated in brief below: (Rs. in Lacs)

Consolidated Standalone
2014-15 2013-14 2014-15 2013-14
Total income 27064 27657 14415 13234
Profit before interest depreciation and tax 2987 2669 1959 1844
Depreciation and Amortisation 438 380 349 339
Profit before tax 2474 2184 1559 1458
Provision for tax 627 592 390 420
Profit brought forward from previous year 1817 1487 1169 1038
Balance brought forward from previous year 6449 5552 6207 5759
Profits available for appropriation 8266 7038 7376 6797
Less: Transfer to General Reserve 117 104 117 104
Translation Adjustment (Net) 63 68
Dividend (Proposed) 432 415 432 415
Tax on Proposed Dividend 90 71 90 71
Balance carried forward to Balance Sheet 7564 6449 6669 6207

Publication of results of subsidiary companies

Section 129 (3) of the Companies Act 2013 requires the company to attach along withthe financial statement a separate statement containing the salient features of thefinancial statement of its subsidiaries. The performance and financial position of thesubsidiaries and associate of the Company included in the consolidated financialstatement forms part of the Annual Report and is an integral part of the Directors’Report. The Balance Sheet Profit and Loss Account Report of the Board of Directors andthe Report of the Auditors of the subsidiary Companies have not been attached with theBalance Sheet of the Company. If any member so desires the Company will make availablethese documents / details upon specific request by the member of the Company.

2. DIVIDEND

Your Directors are pleased to recommend payment of a dividend of Rs. 4/- per equityshare of Rs. 10/- each during the year subject to the approval of the shareholders.(Previous year Rs. 4 per share of Rs. 10/- each).

3. OPERATING RESULTS AND BUSINESS

During the year under review total income of the Company was Rs. 144 Crores ascompared to Rs. 132 Crores in the previous financial year i.e. an increase of 9%. On aconsolidated basis total income decreased from Rs. 276 Crores to Rs. 271 Crores adecline of around 2%.

The net profit after tax on a standalone basis for the year ended 31 March 2015 was Rs.11.69 Crores as against Rs. 10.38 Crores in the previous year an increase of around 13%.On a consolidated basis the net profit after tax for the year ended 31 March 2015 was Rs.18.17 Crores as compared to Rs. 14.87 Crores for the previous financial year marking anincrease of 22% on a year to year basis.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors had on the recommendation of the Nomination and RemunerationCommittee appointed Ms. Kalpana Trivedi as an Additional Director of the Company witheffect from 30 March 2015. Her appointment as an Independent Director for a period of 5years will be subject to the members’ approval at the Annual General Meeting.

The erstwhile Chief Financial Officer and Company Secretary Mr. V Sudarshan resignedfrom the services of the Company effective 31 May 2014. Mr. Aloke Ghosh was appointed theChief Financial Officer andCompany Secretary of the Company effective 2 June 2014.

5. A STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

A statement on declaration of Independence required to be made under section 149 of theCompanies Act 2013 has been obtained from each of the Independent Directors confirmingtheir independence.

6. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of the directorsindividually as well as the evaluation of the working of its Audit Nomination andRemuneration and other committees. The criteria on the basis of which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.

7. POLICY ON NOMINATION AND REMUNERATION

The Board on the recommendation of the Nomination and Remuneration Committee has frameda policy for selection and appointment of Directors Senior Management and theirremuneration. The highlights of the policy on Nomination and Remuneration is provided as apart of the Directors’ Report. The detailed policy is available on the website of thecompany.

8. MEETINGS OF THE BOARD

The Board of Directors met four (4) times on 14 May 2014 23 July 2014 17 October 2014and 19 January 2015 during the financial year 2014-15.

9. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company at present has the following subsidiary companies:

a) Blue Star Infotech America Inc. (BSIA)

The wholly owned subsidiary of the Company Blue Star Infotech America Inc. achieved atotal income of US$ 19635989 (equivalent of Rs. 120.07 Crores) for the financial yearending 31 March 2015 as compared to US$ 22138707 (equivalent of Rs. 134.19 Crores) forthe previous year. Despite a lower turnover essentially due to reduction in low andnegative margin business a concerted effort to keep costs under check the Companyreported a net profit of US$ 274867 (equivalent of Rs. 1.68 Crores) this year comparedto a net loss of US$ 249867 (equivalent of Rs. 1.50 Crores) for the previous yearmarking a turnaround in profits after four consecutive years. The performance of thesubsidiary is satisfactory and expected to progress in the ensuing year as well.

Your Company made an additional investment of US$ 500000 (equivalent of Rs. 3.04Crores) at par in the equity of the subsidiary in order to further the growth operationsand business of the Company. With this investment the paid-up capital of the subsidiaryas at year end is US$ 2350000 (1850000 in the previous year).

The investment is in shares of US$ 1 each.

b) Blue Star Infotech (UK) Ltd.

The total income of this wholly owned subsidiary Blue Star Infotech (UK) Limited was 2392092 (equivalent of Rs. 23.59 Crores) for the financial year ended 31 March 2015as compared to 2304183 (equivalent of Rs. 23 Crores) for the previous year. Thecompany registered a net profit of 207016 (equivalent of Rs. 2.04 Crores) for thefinancial year ending on 31 March 2015 compared to net profit of 215409 (equivalentof Rs. 2.15 Crores) for the previous year. The shrinkage in profits is due to addition ofmanpower in the sales team. The business is stable.

c) Blue Star Infotech (Singapore) Pte. Limited

The total income of the wholly owned subsidiary Blue Star Infotech (Singapore) Pte.Limited was SGD 3075977 (equivalent of Rs. 14.62 Crores) for the financial year ended 31March 2015 as compared to SGD 2167203 (equivalent of Rs. 10.45 Crores) for the previousyear. The subsidiary registered a net profit of SGD 476804 (equivalent of Rs. 2.27Crores) for the financial year ending on 31 March 2015 compared to a net profit of SGD346802 (equivalent of Rs. 1.92 Crores) for the previous year. Blue Star InfotechSingapore Pte. Ltd. has two wholly owned subsidiaries one each in Singapore and Malaysiaviz. Blue Star Infostack Solutions Pte. Ltd. and Blue Star Infostack (Malaysia) Sdn. Bhd.which caters to the Banking and Insurance sector. The performance of the subsidiary issatisfactory. Blue Star Infotech Singapore Pte. Ltd. has made an additional investment ofRM 500000 in the equity of Blue Star Infostack (Malaysia) Sdn. Bhd. in order to furtherthe growth operations and business of the Company. With this investment the paid-upcapital of the subsidiary as at year end is RM 1000000.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors would like to inform the members that the Audited Accounts for thefinancial year ended 31 March 2015 are in full conformity with the requirement of theCompanies Act 2013. The Directors hereby confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and ofthe profit and loss of the company for that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively;

11. RESERVATIONS AND/OR QUALIFICATIONS IN THE STATUTORY AUDITORS’ REPORT

The Directors would like to inform that there were no qualifications reservations oradverse remarks made by the Auditors of the Company in their Audit Report.

12. RESERVATIONS AND/OR QUALIFICATIONS IN THE SECRETARIAL AUDITORS’ REPORT

PursuanttotheprovisionsofSection204oftheCompaniesAct2013andtheCompanies(AppointmentandRemunerationof Managerial Personnel) Rules 2014 the Company has appointed M/s. Jayshree Dagli &Associates Practising Company

Secretaries to undertake the Secretarial Audit of the Company. The Report of theSecretarial Audit Report provided in the Annual Report forms part of the Directors’Report. The Directors would like to inform that there were no qualifications reservationsor adverse remarks made by the Secretarial Auditors of the Company in their Audit Report.

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

There were no orders passed by any regulators or courts or tribunals which can impactthe going concern status and the Company’s operations in future. Hence the companyhas no information to furnish in this regard.

14. LOANS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT 2013

Particulars of Loans and Guarantees covered under the provisions of Section 186 of theCompanies Act 2013 forms part of the Directors’ Report and is provided in the AnnualReport.

15. PARTICULARS OF CONTRACTS AND ARRANGEMENTS UNDER SECTION 188 OF THE COMPANIES ACT2013

The Particulars of the Contracts and arrangements provided in form AOC 2 forms partof the Annual report and is an integral part of the Directors’ Report.

16. PARTICULARS OF EMPLOYEES

Information as per provisions of section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and the names of every employee employed throughout the financial year and inreceipt of Rs. 60 Lakhs or more or employed for part of the year and in receipt of Rs. 5Lakhs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is a part of the Board’s Report. However thisinformation is not being provided as part of the Annual Report but will be available tothe shareholders on request to the Company Secretary.

It may be noted that particulars of employees posted and working in a country outsideIndia not being directors or their relatives drawing more than Rs. 60 Lakhs perfinancial year or Rs. 5 Lakhs per month are not circulated to the members in theBoard’s report but such particulars shall be filed with the Registrar of Companieswhile filing the financial statement and Board Reports: Particulars shall be madeavailable to any shareholder on a specific request made by them in writing before the dateof such Annual General Meeting wherein financial statements for the relevant financialyear are proposed to be adopted by shareholders and such particulars shall be madeavailable by the company within three days from the date of receipt of such request fromshareholders and in case of request received even after the date of completion of AnnualGeneral Meeting such particulars shall be made available to the shareholders within sevendays from the date of receipt of such request.

17. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments other than what is already stated in thefinancials which will affect the financial position of the company during the period 31March 2015 till the date of the report.

18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 relating to the conservation of energy technologyabsorption foreign exchange earnings and outgoings respectively is annexed to and formspart of this report.

19. RISK MANAGEMENT

The company has adopted a risk management policy which is elaborated in the ManagementDiscussion and Analysis Report which is part of the Annual Report and forms part of theDirectors’ Report.

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company was required to spend Rs. 24.83 Lakhs by 31 March 2015 towards charitableand social causes as part of its commitment to Corporate Social Responsibility. The Boarddecided to expend these funds in support of the HRD Minister’s nationwide campaign of"Swachh Bharat/ Swachh Vidyalaya" to build toilets in schools. Since the processof identifying NGOs specialised in this field has taken more time than anticipated thesefunds could not be expended in the financial year 2014-15.

The Report on CSR activities is provided in the Annual Report and forms part of theDirectors’ Report.

21. INVESTMENTS

The Company invests its surplus funds in debt based broad-based mutual funds or withreputed scheduled banks in liquid funds or short-term deposits respectively which areconsidered safe.

22. DIRECTORS

Mr. Sanjay Vaswani Non-Executive-Promoter Director of the Company is liable to retireby rotation.

In accordance with the provisions of sections 152 of the Companies Act 2013 Mr.Sanjay Vaswani Director retires by rotation and being eligible offers himself forreappointment at the ensuing Annual General Meeting. The profile of the Director is statedin the explanatory statement to the notice of the Annual General Meeting.

23. EMPLOYEES STOCK OPTION PLAN (ESOP)

Disclosures required to be made under SEBI (Employee Stock Option Scheme and EmployeeStock Purchase Scheme) Guidelines 1999 ESOP and Companies Act 2013 are given in note 2.1of the Notes to the Financial Statements forming part of the Accounts. The diluted EPS onconsidering unvested ESOPs is Rs. 9.24 per share as on 31 March 2015.

A brief summary of ESOPs is provided below:

Sr. No. Particulars ESOP Scheme 2003 (Amended 2015)
1 Options granted 1518000 (Including ESOP’s issued against lapsed options). Outstanding ESOP’s at no point of time have exceeded 1471000 grants as against 1500000 grants approved by shareholders.
2 Options vested 474375
3 Options exercised 415075
4 Vested and unexercised 49400
5 Options lapsed 117525
6 The exercise price Rs. 60 – grants made on 31 August 2012
Rs. 57 – grants made on 29 March 2013
Rs. 52 – grants made on 29 May 2013
Rs. 83 – grants made on 18 December 2013
Rs. 188 – grants made on 18 December 2014
7 Variation of terms of options Nil
8 Money realised by exercise of options Rs. 25374025
9 Total number of options in force 985400
10 Employee wise details of options granted to
a. key managerial personnel; Sunil Bhatia-Chief Executive Officer and Managing Director (982000)
Aloke Ghosh-Chief Financial Officer and Company Secretary (20000)
b. any other employee who receives a grant in any one year of option amounting to 5% or more of options granted during that year. NIL
c. identified employees who were granted option during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant; Sunil Bhatia-Chief Executive Officer and Managing Director (982000)
Nishith Mathur-Chief Operating Officer (226000)

24. AUDITORS

M/s Walker Chandiok & Co. LLP (formerly Walker Chandiok & Co) CharteredAccountants (Firm Registration No.: 001076N) Mumbai have been appointed as the StatutoryAuditors of the Company in the Annual General Meeting held on 23 July 2014. The Companyhas placed the matter relating to their appointment for ratification of members in theensuing Annual General Meeting for the residual portion of their term. A writtencertificate from the Auditors has been obtained by the Company to the effect that there-appointment if made would be in accordance with the limits specified under section139 of the Companies Act 2013 read with section 142 of the Companies Act 2013.

25. AUDIT COMMITTEE

The Composition of the Audit Committee is covered in the Corporate Governance Reportforming part of the Board’s Report. The Board has accepted all the recommendationsmade by the Audit Committee to the Board.

26. INTERNAL CONTROL SYSTEMS AND THEIR 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 pre-defined. The internal auditor function is entrusted to an independent firm ofChartered Accountants of repute. To maintain its objectivity and independence theInternal Auditors report to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

27. WHISTLE BLOWER POLICY

The Company has a vigil mechanism named the Whistle Blower Policy to deal withinstances of fraud and mismanagement if any.

This Policy of the Company allows for disclosure by employees customers and/orthird-party intermediaries of such matters internally without fear of reprisaldiscrimination or adverse employment consequences and also permits the Company to addresssuch disclosures or complaints by taking appropriate action including but not limited todisciplining or terminating the employment and/or services of those responsible.

The Whistle Blower Policy is available on the website of the Company.

During the year no instances of fraud on the Company or by the Company were reported.

28. CORPORATE GOVERNANCE

The Company has complied with the recommendations of the Corporate Governance code asprovided in Clause 49 of the Listing Agreement with the stock exchanges. A separatesection on Corporate Governance together with a certificate from the Company’sAuditors confirming compliance is set out separately forming part of this Report.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report has been attached to the annual reportand forms part of the Directors’ Report.

30. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return is annexed to and formspart of the Directors’ Report.

31. GREEN INITIATIVE IN CORPORATE GOVERNANCE

Pursuant to the "Green Initiative in Corporate Governance" by the Ministry ofCorporate Affairs in allowing paperless compliances the Company has implemented thepolicy of sending the Notice with Balance Sheet Profit and Loss Account Auditor’sReport Director’s Report and Explanatory Statement etc. through email to thoseshareholders whose email addresses are registered with the Company’s Registrar. Outof 12345 shareholders 4424 shareholders (around 36%) have opted for receiving documentsin electronic mode as of 31 March 2015.

32. ACKNOWLEDGEMENT

The Board places on record their sincere acknowledgement of the support from all thestakeholders of the Company viz. Clients Vendors Bankers Employees and other BusinessAssociates etc. for the support received from them during the year.

For and on behalf of the Board of Directors
Suneel Advani
Mumbai Chairman and Managing Director
14 May 2015 Blue Star Infotech Limited

Date : 14 May 2015.

To

The Members

BLUE STAR INFOTECH LIMITED

Mumbai.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required we have obtained the Management Representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of provisions of corporate and other applicable laws rulesregulation standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For JAYSHREE DAGLI & ASSOCIATES

Company Secretaries

JAYSHREE S. JOSHI

F.C.S.1451 C.P.487

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

BLUE STAR INFOTECH LIMITED Mumbai.

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by BLUE STAR INFOTECH LIMITED (hereinaftercalled "the Company"). Secretarial Audit was conducted in a manner that providedus a reasonable basis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon.

Based on our verification of the Company’s books papers minutes books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit Where by report that in our opinion the Company has duringthe audit period covering the financial year ended on 31 March 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

(A) We have examined the books papers minutes books forms and returns filed andother records maintained by BLUE STAR INFOTECH LIMITED ("the Company")for the financial year ended on 31 March 2015 according to the provisions of:

1. The Companies Act 2013 (the Act) and the rules made thereunder and The CompaniesAct 1956 to the extent applicable;

2. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

3. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Overseas Direct Investment;

5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014;

6. Information Technology Act 2000.

(B) We have also examined compliance with the applicable clauses of the ListingAgreements entered into by the Company with BSE Limited and National Stock Exchange ofIndia Limited.

During the period under review the Company has generally complied with the provisionsof the Acts Rules Regulations Guidelines Standards etc. as mentioned above.

During the period under review provisions of the following regulations (as enumeratedin the prescribed format of Form MR-3)were not applicable to the Company:

(i) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;

(ii) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.

(iii) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(iv) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(v) Secretarial Standards issued by the Institute of Company Secretaries of Indiaapproved by the Central Govt. to be effective from 1 July 2015 hence not to be considered/ not required to be certified.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. However to complywith the Provisions of Section 149 of the Companies Act 2013 in respect of Appointmentof a Woman Director Ms. Kalpana Trivedi was appointed as an Additional Director throughthe Board’s Circular Resolution passed on 27 March 2015. Pending the approval of themembers of the Company for appointing her as an Independent Director in our opinion thebalancing of Constitution of the Board as per Clause 49 of the Listing Agreement isdisturbed. We are informed by the Company’s Management that she has declared herselfto be eligible for being appointed as an Independent Director by the Company and that aresolution to appoint her as an Independent Director is proposed to be placed forMembers’ approval at the ensuing Annual General Meeting. The changes in thecomposition of the Board of Directors that took place during the year under review werecarried out in compliance with the provisions of the relevant Act.

Adequate notice had been given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and that a systemexists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.

Unanimous decisions were carried through as there were no cases of dissent of anyDirector in respect of any decision and was accordingly captured and recorded as part ofthe minutes.

We further report that there are adequate systems and processes in place in theCompany commensurate with the size and operations of the Company to monitor and ensurecompliance with applicable laws rules regulations and guidelines as mentioned hereinabove.

We further report that during the audit period the Company hasissued and allotted415000 Equity Shares of Rs. 10/- each at premium to BSIL-Key Employee Stock OptionScheme Trust.

For JAYSHREE DAGLI & ASSOCIATES
Company Secretaries
Place : Mumbai JAYSHREE S. JOSHI
Date : 14 May 2015 F.C.S.1451 C.P.487

DETAILS OF LOANS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT 2013

Particulars of Loans and Guarantees are given below:-

Sr. No. Name of the Guarantor Guarantee Availed by Nature of facility Remarks
1 Blue Star Infotech Ltd Trisept Technologies LLC. Deferred payment guarantee of US$ 1 Mn (approx. Rs. 6 Cr) for a period up to 24 months commencing 1 April 2014 to 31 March 2016 Thisisasecurityfordeferredpaymentconsideration by Blue Star Infotech America Inc. (100% subsidiary of the company) to buy-out the interest in Blue7 Solutions LLC from Trisept Technologies LLC USA. Current obligation as on 31 March 2015 is US$ 576620. (Around Rs. 3.57 Cr)
2 Blue Star Infotech Ltd Blue Star Infotech America Inc. Standby Letter of Credit in favour of an overseas bank for an amount not exceeding $3 million (approx. Rs. 18 Cr) for a period of one year subject to renewal. This guarantee is provided in order to fund the working capital needs of Blue Star Infotech America Inc. Current obligation as on 31 March 2015 is US$ 3 million. (Around Rs. 18 Cr)

Particulars pursuant to Companies (Accounts) Rules 2014

( A ) Conservation of energy-

The nature of the Company’s operations entails a very low level of energyconsumption. The Company has therefore not initiated utilising any alternate source ofenergy. Adequate measures have however been taken to conserve energy by using energyefficient computing devices regulating the air conditioning and by use of energy savinglighting systems.

(B) Technology absorption-

The Company has an Advanced Technologies Group which is working on several products inthe Travel and Hospitality domain. Research and Development activities are in progress todevelop applications such as iR oadGenie iMapGenie Mobile Vacation Planner SmartTraveletc. These software products are being developed by teams from our existing deliverysetup. The company believes that it will be benefitted from developing unique productofferings. Your company has submitted an application to the Patent Office Government ofIndia for grant of patent under the Title Method and System for planning a vacation basedon user preferences titled "Mobile Vacation Planner".

Mobile Vacation Planner is an experiential travel planning solution that helpsconsumers plan a vacation using a combination of geographical weather locationattraction and social information. Mobile Vacation Planner focuses on providing theultimate travel experience to the consumer unlike the traditional model that focus on thereservation process. Mobile Vacation Planner’s innovative features include deploymenton iPad using a dynamic and visually compelling graphical user interface use of travelexperience video and a variety of media to educate enlighten and excite travellers aboutthe potential experiences at various destinations and interests available at thosedestinations. The company has allocated a sum of approximately Rs.2.28 crores ondevelopment costs for its research and development activities.

We are in the process of developing an invention code named "SmartRetreat" aSelf-Service Personalized Mobile Concierge Solution which is a revolutionary Tablet basedMobile App that acts as a "Self Service" Mobile Concierge Solution for HotelGuests. SmartRetreat improves guest experience by delivering personalized services at theswipe of the tablet and allows guests to explore the hotel property and local attractionsno matter where the guest is located within the hotel. The filing of the application withthe patent authorities is under process.

( C ) Foreign exchange earnings and Outgo- a. Activities relating toexports; initiatives taken to increase exports; development of new export markets forproducts and services and export plans

Over the years we have established a direct marketing network around the worldincluding North America Singapore Malaysia and Europe. These offices are staffed withthe Company personnel who sell the Company’s Services to clients.

We serve our global clientele through offices in Santa Clara (CA) Milwaukee (WI) andNew Jersey (NJ) in USA London in Europe and Singapore and Malaysia in Asia Pacific. Wealso have business associates in North America and Continental Europe.

b. Total foreign exchange earned and used

The details of Foreign Exchange Earnings and Outgo are disclosed in note number 2.24 ofthe Notes to the Financial Statements.

c. Forex management Policy.

To hedge against volatility on the forex market your company has adopted a balancedhedging policy which combines forward exchange contracts with options up to certainlevels. This policy is expected to minimise risks arising from foreign exchangefluctuations.

PARTICULARS OFCONT RACTS/ ARRANGEMENTS MADE WITH RELATEDP ARTIES

"This form pertains to the disclosure of particulars of contracts/arrangementsentered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under thirdproviso thereto "

Details of contracts or arrangements or transactions not at arm’s length basis

There were no contracts or arrangements or transactions entered into during the yearended 31 March 2015 which were not in arm’s length.

Details of material contracts or arrangement or transactions at arm’s length basis

The details of material contracts or arrangement or transactions at arm’s lengthbasis for the year ended 31 March 2015 are as follows:

Rs. in Lakhs

Sr. No. Name(s) of the related party Nature of relationship Date of Approval by Board / Audit Committee Duration of the contracts Salient terms Amount in Rs. Lakhs
Nature of contracts/arrangements/transactions
1 Investment in Equity in Subsidiary Company
1.1 Blue Star Infotech America Inc. Subsidiary Company 17 October 2013 Not Applicable At face value 303.55
2 Rendering of Services
2.1 Blue Star Infostack Solutions Pte. Ltd. Second Level Subsidiary Company 14 May 2014 1 A pril 2012 onwards As per transfer pricing guidelines 1.92
2.2 Blue Star Infotech (UK) Limited Subsidiary Company 14 May 2014 1 A pril 2012 onwards 1433.00
2.3 Blue Star Infotech America Inc. Subsidiary Company 14 May 2014 1A pril 2012 onwards 4853.33
2.4 Blue Star Infotech Business Intelligence and Analytics Pvt. Ltd. Associate Company 23 July 2014 1O ctober 2014 onwards 300.00
19 January 2015 30 March 2015 onwards 20.36
19 January 2015 30 March 2015 onwards 3.37
19 January 2015 30 March 2015 onwards 22.29
19 January 2015 30 March 2015 onwards 15.45
19 January 2015 30 March 2015 onwards 14.83
19 January 2015 30 March 2015 onwards 10.79
19 January 2015 30 March 2015 onwards 39.33
19 January 2015 30 March 2015 onwards 13.48
19 January 2015 30 March 2015 onwards 12.36
19 January 2015 31 March 2015 onwards 6.20
2.5 Blue Star Infotech Singapore Pte. Limited. Subsidiary Company 14 May 2014 1A pril 2012 onwards 1101.65
2.6 Blue Star Limited Common - Promoters / Directors / Management / Major shareholder 14 May 2014 22 July 2014 onwards 33.71
14 May 2014 25 July 2014 onwards 3.70
14 May 2014 23 June 2014 onwards 7.30
14 May 2014 26 June 2014 onwards 61.08
14 May 2014 27 June 2014 onwards 5.90
23 July 2014 29 September 2014 onwards 14.05
23 July 2014 1O ctober 2014 onwards 19.10
23 July 2014 14 October 2014 onwards 39.89
17 October 2014 4 November 2014 onwards 45.06
17 October 2014 7 November 2014 onwards 6.74
17 October 2014 21 November 2014 onwards 39.12
17 October 2014 25 November 2014 onwards 16.18
17 October 2014 30 December 2014 onwards 22.74
17 October 2014 30 December 2014 onwards 28.09
17 October 2014 30 December 2014 onwards 37.08
17 October 2014 30 December 2014 onwards 13.48
19 January 2015 26 February 2015 onwards 8.49
19 January 2015 26 February 2015 onwards 3.93
3 Annual Maintenance Charges for Air-conditioning systems
3.1 Blue Star Limited Common - Promoters / Directors / Management / Major shareholder 14 May 2014 1 June 2014 onwards As per transfer pricing guidelines 1.67
4 Receiving of Services
4.1 Modern Family Doctor Pvt. Ltd. Common Director 18 July 2013 13 June 2013 onwards As per transfer pricing guidelines 1.74
5 Reimbursement of Expenditure / Cross-charge of Salary Costs
5.1 Blue Star Infostack Solutions Pte. Limited Second Level Subsidiary Company 14 May 2014 1 April 2012 onwards As per transfer pricing guidelines 3.94
5.2 Blue Star Infotech (Malaysia) Sdn. Bhd. Second Level Subsidiary Company 23 July 2014 1 August 2014 onwards 1.90
5.3 Blue Star Infotech America Inc. Subsidiary Company 14 May 2014 1 April 2012 onwards 40.20
5.4 Blue Star Infotech Singapore Pte. Limited. Subsidiary Company 14 May 2014 1 April 2012 onwards 15.96
5.5 Blue Star Limited Common - Promoters / Directors / Management / Major shareholder 23 July 2014 5 August 2014 onwards 0.12
6 Leave and License of Premises
6.1 Vir Advani Relative of Director / Promoter 17 October 2014 31 October 2014 onwards As per transfer pricing guidelines 12.25

Note: Contracts with related parties in existence prior to 1 April 2014 have beenratiffed on 14 May 2014 under provisions of the Companies Act 2013

DISCLOSURE PERTAINING TO REMUNERATION AS PER COMPANIES (APPOINTMENT ANDR EMUNERATIONOFMANAGERIAL PERSONNEL) RULES 2014 a. Remuneration Paid to Directors during the year

Sr. No. Directors Designation Amount Paid (Rs. Lakhs)
1 Mr. Suneel Advani Chairman and Managing Director 43.55
2 Mr. Sunil Bhatia Chief Executive Officer and Managing Director 320.29
3 Mr. Ashok Advani Vice Chairman 6.70
4 Mr. Suresh Talwar Independent Director 10.90
5 Dr. Prakash Hebalkar Independent Director 10.40
6 Mr. Sanjay Vaswani Director 5.50
7 Mr. Naresh Malhotra Independent Director 9.90
8 Mr. K P T Kutty Independent Director 7.70
9 Ms Kalpana Trivedi Additional Director -

b. Ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year is as follows:

Sr. No. Directors Designation Ratio for FY 14-15
1 Mr. Suneel Advani Chairman and Managing Director 6.60
2 Mr. Sunil Bhatia Chief Executive Officer and Managing Director 48.53
3 Mr. Ashok Advani Vice Chairman 1.02
4 Mr. Suresh Talwar Independent Director 1.65
5 Dr. Prakash Hebalkar Independent Director 1.58
6 Mr. Sanjay Vaswani Director 0.83
7 Mr. Naresh Malhotra Independent Director 1.50
8 Mr. K P T Kutty Independent Director 1.17
9 Ms Kalpana Trivedi Additional Director -

The medium remuneration of the employees in India has been considered as the base i.e.1. The ratio is an indicator of the multiple of the compensation paid to the Directors.

c. Percentage increase in remuneration of each director CEO CFO and CS in thefinancial year is provided herewith:

Sr. No. Directors Increase %
1 Mr. Suneel Advani -
2 Mr. Sunil Bhatia # -
3 Mr. Ashok Advani 14
4 Mr. Suresh Talwar 55
5 Dr. Prakash Hebalkar 14
6 Mr. Sanjay Vaswani 29
7 Mr. Naresh Malhotra 1
8 Mr. K P T Kutty 62
9 Ms Kalpana Trivedi Not Applicable

Note: 1. Mr. Sunil Bhatia is also the CEO of the company

2. Ms Kalpana Trivedi was appointed on 30 March 2015 and there are no comparablefigures.

Sr. No. Chief Financial Officer and Company Secretary Increase %
1 Mr. Aloke Ghosh Not Applicable

d. Percentage increase in the median remuneration of employees in the financial year:

The median salary for the current year is Rs. 6.60 Lakhs as against Rs. 6.35 Lakhs inthe previous year. The percentage increase in the median is thus 3.94%. The expression"median" means the numerical value separating the higher half of a populationfrom the lower half and the median of a finite list of numbers may be found by arrangingall the observations from lower value to highest value and picking the middle one; and ifthere is an even number of observations the median shall be average of the middle values.

e. Number of permanent employees on the rolls of company:

As of 31 March 2015 the company had 801 permanent employees on its rolls. This numberis only in relation the company in India and employees of the subsidiary companies andAssociate companies are not included in this figure.

f. Explanation on the relationship between average increase in remuneration and companyperformance:

The increase in remuneration is guided by the following factors:

i) Company performance in terms of profitability

ii) Individual performance – Achievement of targets / goals

iii) Industry trends / pay-scales based on survey data

iv) Salary rationalization and fitment based on role and relevance

v) Cost of living / Location of work

The compensation is expected to ensure availability and sustainability of suitablemanpower. It is also expected to ensure retention and continued value which enables thecompany to perform better. The company performance in terms of revenue and profits assumesa larger significance at the Key functional levels and lesser at operating levels. Thescope and responsibility of the function will determine the weightage to each of thesecomponents. The compensation is intended to ensure global competitiveness. The intent ofthe management is to use a combination of stock options to align senior employeecompensation with shareholder value.

g. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company;

Sr. No. Directors Designation Amount Paid No. of Stock Options granted in the year Ratio of Remune- ration to Revenues Ratio of Remune- ration to Net Profit
(Rs. Lakhs)
1 Mr. Sunil Bhatia Chief Executive Officer and Managing Director 320.29 - 2.32% 27.40%
2 Mr. Aloke Ghosh Chief Financial Officer and Company Secretary 36.50 20000 0.26% 3.12%

h. Variations in the market capitalization of the company price earning ratio as atthe closing date of the current financial year and percentage increase over decrease inthe market quotations of the shares of the company in comparison to the rate at which thecompany came out with the last public offer in case of listed companies.

Year ended Market Capital- isation (In Rs. Crores) Earnings per share (Diluted) (Rs.) P/E Ratio Closing Market Price on NSE (Rs.) Last public offer price (On formation of the company) on 18 May 2000 (Rs.) % increase in market price over last public offer (18 May 2000) % increase in YoY Market price
31 March 2015 215.46 10.47 19.05 199.50 10 1895% 70.08%
31 March 2014 121.82 9.62 12.19 117.30 10 1073% 102.24%

i. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration Theaverage increase in salaries is 7% for non-managerial personnel.

There is no increase in the percentile computation for exhecutive directors. In case ofnon-executive directors the average increase is 24.94%. This is chiefly due to increase inthe sitting fee for meetings during the year and also the increase in the number ofmeetings of the Non-executive Board members during the year. All board members takentogether the increase in managerial remuneration is 1.41% which is significantly lowerthat the increase in salaries for non-managerial persons.

j. The key parameters for any variable component of remuneration availed by thedirectors;

During the year under review the executive director’s compensation did notwitness any material change. The compensation for executive directors are term based. TheChief Executive Officer and Managing Director’s compensation has an incentive planbased on achievement of target revenues and profits by the company. In case of the otherdirectors the compensation comprises (i) Sitting Fee for meetings attended and (ii)Commission based on the net profits of the company. The increases in the current year aredue to upward revision of the sitting fee from Rs. 20000 to Rs. 50000 per meeting fromJune 2014. The commission for the year is around 1.7% of profits as against 2% in theprior year. In absolute terms while the commission payment is lower for the year due toincrease in the sitting fee and the number of meetings held the overall increases inrespect of the other directors is higher than the prior year.

k. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year.

The company has no employee who is not a director and receives remuneration in excessof the highest paid director during the year. Hence there is no statistical informationto be provided in this regard by the company.

l. Affirmation that the remuneration is as per the remuneration policy of the company.

The company has a policy on the appointment and remuneration of directors and keymanagerial personnel which is addressed by the Nomination and Remuneration Committee ofthe company. The Human Resource Management generally aligns the recruitment plans for thestrategic growth of the company. The nomination and remuneration policy is providedpursuant to Section 178(4) of the Companies Act and Clause 49(IV )(B)(4) of the ListingAgreement with the Stock Exchange on the Website of the company.

The company is committed to maintaining consistency with the remuneration policy framedby the company. The policy is reviewed at least once annually. In case of any conflictbetween the statute and the company policy due to any enactment amendment to the law themore liberal of the statute or the company policy shall prevail.

ANNUALR EPORTON CSR ACTIVITIES

1. The Blue Star group is a socially responsible business and has been running variousprogrammes in the realm of education and assistance / welfare through a charitable trust.This includes combining business interests with the social challenges with a view towardsmaking a meaningful difference out of socially responsible actions.

The aim of the company is to actively contribute to the social and economic developmentof various communities in the country to address the needs to a sustainable way of lifefor the less privileged sections of society and help in raising the country’s humandevelopment parameters. The Company has a Corporate Social Responsibility Policy in placewhich is available on the website of theCompany www.bsil.com.

2. The Board constituted a Corporate Social Responsibility Committee amongst the boardmembers on 23 July 2014 with the first members being:

1. Mr. Suneel M. Advani (Chairman and Managing Director) Chairman of the CSR committee

2. Mr. Sunil Bhatia (Chief Executive Officer and Managing Director)

3. Mr. Suresh Talwar (Independent Director)

4. Mr. K. P. T. Kutty (Independent Director)

3. Average Net Profit of the company for last 3 financial years (Amount in Rs. Lakhs):

Particulars FY 12-13 FY 13-14 FY 14-15
Net Profit before Tax as per the Profit and Loss Account 706.41 1458.50 1559.03
Add: Loss of Capital nature (Sale of Fixed Assets) - - -
Total Net Profit before Tax as per the Profit and Loss Account 706.41 1458.50 1559.03
Average Net Profit of the Company for the last 3 (Three) financial years 1241.32

4 Prescribed CSR expenditure (2% of this amount as in item 3 above): Rs. 24.83 Lakhs

5 Details of CSR spent for the financial year:

a) total amount to be spent for the financial year : Rs. 24.83 Lakhs

b) Amount unspent if any: Rs. 24.83 Lakhs

c) Manner in which the amount spent during the financial year is detailed below: NotApplicable

6 In case the company has failed to spend the 2% of the Average Net Profit (INR) of thelast 3 financial years or any part thereof the company shall provide the reasons for notspending the amount in its Board’s Report.

As mentioned in the Directors’ Report the Company was required to spend Rs. 24.83Lakhs by 31 March 2015 towards charitable and social causes as part of its commitment toCorporate Social Responsibility. The Board decided to expend these funds in support of theHRD Minister’s nationwide campaign of "Swachh Bharat/ Swachh Vidyalaya" tobuild toilets in schools. Since the process of identifying NGO’s specialised in thisfield has taken more time than anticipated no expenditure was possible during the year.

7 We hereby afirm that the CSR Policy as approved by the Board has been implementedand the CSR Committee monitors the implementation of the CSR activities in compliance withour CSR objectives.

Suneel Advani Sunil Bhatia
Chairman of CSR Committee Chief Executive Officer and Managing Director
Place: Mumbai
Date: 14 May 2015

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

As on financial year ended on 31 March 2015

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS:

Sr. No. Directors Designation
1 CIN L72200MH1997PLC110459
2 Registration Date 4 September 1997
3 Name of the Company Blue Star Infotech Limited
4 Category/Sub-category of the Company Company Limited by Shares
5 Address of the Registered office & contact details 8th Floor The Great Oasis Plot No D-13 MIDC Andheri (East) Mumbai- 400093
6 Whether listed company Yes
7 Name Address and contact details of the Registrar & Transfer Agent if any. Link Intime India Pvt. Ltd.
Unit: Blue Star Infotech Limited
C-13 Pannalal Silk Mills Compound LBS Marg Bhandup West
Mumbai Maharashtra Pin - 400078.
Tel.: +91-22-25946970 Fax: +91- 22-25946969
Contact person: Mrs. Maheshwari Patil
E-mail: rnt.helpdesk@linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the company shall be stated)

Sr. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 Computer programming consultancy and related activities Division 62 100
Group 620

III. Particulars of holding subsidiary and associate companies

Sr. No. Name of the Company Country CIN / GLN Holding / Subsidiary / Associate % holding as on 31 March 2015 Applicable Section of the Companies Act 2013
1 Blue Star Infotech USA - Subsidiary 100% Section 2(87)
America Inc.
2 Blue Star Infotech (UK) Ltd UK - Subsidiary 100% Section 2(87)
3 Blue Star Infotech (Singapore) Pte. Ltd. Singapore - Subsidiary 100% Section 2(87)
4 Blue Star Infotech Business Intelligence and Analytics Pvt. Ltd. (Formerly Activecubes Solutions India Pvt. Ltd.) India U72200KA2006PTC041312 Associate 48.97% Section 2(6)

Note: 1. There are no holding companies.

2. Only the names of the first level subsidiaries and associate companies are statedhere

IV. SHARE HOLDING PATTERN

(Equity Share Capital Breakup as percentage of Total Equity) Category-wise ShareHolding

No. of Shares held at the beginning of the year [As on 31 March 2014] No. of Shares held at the end of the year [As on 31 March 2015]
Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares Diffe- rence % Change during the year
A. Promoter s
(1) Indian
a) Individual/ HUF 1662742 - 1662742 16.01 1662742 - 1662742 15.40 - -
b) Central Govt - - - - - - - -
c) State Govt(s) - - - - - - - -
d) Bodies Corp. 3148213 - 3148213 30.32 3148213 - 3148213 29.15 - -
e) Banks / FI - - - - - - - -
f) Any other 778519 - 778519 7.50 778519 - 778519 7.21 - -
Total shareholding of Promoter (A) 5589474 - 5589474 53.82 5589474 - 5589474 51.75 - -
B. Public Shareholding - - -
1. Institutions - - -
a) Mutual Funds 25 137 162 - 25 137 162 - - -
b) Banks / FI 1217 587 1804 0.02 2957 587 3544 0.03 1740 0.02
c) Central Govt - - - - - - - - - -
d) State Govt(s) - - - - - - - - - -
e) Venture Capital Funds - - - - - - - - - -
f) Insurance Companies 309432 - 309432 2.98 236079 - 236079 2.19 (73353) (0.68)
g) FIIs - 150 150 - - - - - (150) -
h) Foreign Venture C apital Funds - - - - - - - - - -
i) Others (specify) - - - - - - - - - -
Sub-total (B)(1):- 310674 874 311548 3.00 239061 724 239785 2.22 (71763) (0.66)
2. Non-Institutions - -
a) Bodies Corp. 272033 3962 275995 2.66 408870 3962 412832 3.82 136837 1.27
i) Indian - -
ii) Overseas - -
b) Individuals - -
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 2370824 262493 2633317 25.36 2357670 243059 2600729 24.08 (32588) (0.30)
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 1366115 - 1366115 13.15 1372676 - 1372676 12.71 6561 0.06
c) O thers (specify) - -
Non Resident Indians (Repat) 121017 12401 133418 1.28 421856 12771 434627 4.02 301209 2.79
Non Resident Indians (Non Repat) 24638 - 24638 0.24 62523 - 62523 0.58 37885 0.35
Foreign Companies - 25 - - 25 25 - - -
Foreign Individuals 2950 - 2950 0.03 2950 - 2950 0.03 - -
Market Makers - - - - 79 - 79 - 79 -
Clearing M embers 47520 - 47520 0.46 84300 - 84300 0.78 36780 0.34
Sub-total (B)(2):- 4205097 278881 4483978 43.18 4710924 259817 4970741 46.03 486763 4.51
Total Public Shareholding (B)=(B) (1)+ (B)(2) 4515771 279755 4795526 46.18 4949985 260541 5210526 48.25 415000 3.84
C. Shares held by Custodian for GD Rs. & ADRs - - - - - - - - - -
Grand Total (A+B+C) 10105245 279755 10385000 100.00 10539459 260541 10800000 100.00 415000 3.84

B) Shareholding of Promoters

Sr. No. Shareholder’s Name No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares 31 March 2014 No. of Shares % of total Shares of the company 31 March 2015 %of Shares Pledged / encumbered to total shares % change in shareholding during the year
1 Blue Star Ltd 3098025 29.83 - 3098025 28.69 - -
2 Suneel Mohan Advani (held in individual and beneficial capacity) 891165 8.58 - 891165 8.25 - -
3 Ashok Mohan Advani (held in individual and beneficial capacity) 758621 7.30 - 758621 7.02 - -
4 Suneeta Nanik Vaswani 172448 1.66 - 172448 1.60 - -
5 Nargis Suneel Advani 166059 1.60 - 166059 1.54 - -
6 Anissa Rohina Trust (Ashok Advani Trustee) 138446 1.33 - 138446 1.28 - -
7 Suneeta Padmi Trust (Ashok Advani Trustee) 82245 0.79 - 82245 0.76 - -
8 Rohina Lulla 73871 0.71 - 73871 0.68 - -
9 Anissa Khanna 71654 0.69 - 71654 0.66 - -
10 J.T.A dvani Finance Private Limited 50188 0.48 - 50188 0.46 - -
11 Vir S Advani 35179 0.34 - 35179 0.33 - -
12 Sunaina S A dvani 32179 0.31 - 32179 0.30 - -
13 Sanjay N Vaswani 14750 0.14 - 14750 0.14 - -
14 Nanik RamchandVaswani 7581 0.07 - 7581 0.07 - -
15 Dinesh Nanik Vaswani 13 0.00 - 13 0.00 - -
Total 5592424 53.85 - 5592424 51.78 - -

C) Change in Promoters’ Shareholding (please specify if there is no change)

There is no change in the holding of the Promoters during the year.

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors Promoters and Holders of GDRs and ADRs):

Sr. No. For each Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the Year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 SMB Family Trust ( beneficiaries Sunil Bhatia and family)
At the beginning of the year 471248 4.54 471248 4.54
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
Sale in Secondary Market – 21 October 2014 to 8 December 2014 (137065) (1.46) 334183 3.09
Purchase from Secondary Market - 8 December 2014 3626 0.03 337809 3.12
Closing Balance as on 31 March 2015 337809 3.13
2 BSIL – Key Employees Stock option Trust
At the beginning of the year 109563 1.06 109563 1.06
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
Vesting of ESOPs – 21 July 2014 (100000) (0.97) 9563 0.09
Allotment of shares by the company – Fresh issue of Equity - 17 October 2014 415000 3.84 424563 3.93
Vesting of ESOPs - 23 December 2014 (217000) (1.01) 207563 1.92
Vesting of ESOPs - 13 January 2015 (1500) (0.01) 206063 1.91
Vesting of ESOPs - 21 January 2015 (15000) (0.14) 191063 1.77
Vesting of ESOPs - 22 January 2015 (6875) (0.06) 184188 1.71
Vesting of ESOPs - 18 February 2015 (6600) (0.07) 177588 1.64
Vesting of ESOPs - 12 March 2015 (2100) (0.02) 175488 1.62
Vesting of ESOPs - 14 March 2015 (1000) - 174488 1.62
Closing Balance as on 31 March 2015 174488 1.62
3 Atul G Shetiya
At the beginning of the year 69976 0.67 69976 0.67
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
Sale in Secondary Market - 22 August 2014 to 31 March 2015 (12135) (0.13) 57841 0.54
Closing Balance as on 31 March 2015 57841 0.54
4 Ashok Kumar Jain
At the beginning of the year Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease 58921 0.57 58921 0.57
Purchased from Secondary Market - 20 June 2014 1350 0.01 60271 0.58
Sale in Secondary Market - 4 July 2014 to 13 March 2015 (20160) (0.21) 40111 0.37
Closing Balance as on 31 March 2015 40111 0.37
5 Blue Star – Sahayata Foundation Trust
At the beginning of the year 50000 0.48 50000 0.48
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
Closing Balance as on 31 March 2015 50000 0.46
6 Shobha Jagtiani
At the beginning of the year 49699 0.48 49699 0.48
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
Closing Balance as on 31 March 2015 49699 0.46
7 Kamlesh Navinchandra Shah
At the beginning of the year 48450 0.47 48450 0.47
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
Sale in Secondary Market - 23 May 2014 to 13 June 2014 (8887) (0.09) 39563 0.38
Closing Balance as on 31 March 2015 39563 0.37
8 Rekha Haresh Duhlani
At the beginning of the year 31767 0.31 31767 0.31
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
Sale in Secondary Market - 20 February 2015 (31767) (0.31)
Closing Balance as on 31 March 2015 - -
9 Sheila Shamsher Singh - -
At the beginning of the year 26258 0.25 26258 0.25
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
Closing Balance as on 31 March 2015 26258 0.24
10 Kamal Tuljaram Jagtiani
At the beginning of the year 24000 0.23 24000 0.23
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
Closing Balance as on 31 March 2015 24000 0.22
11 Suresh Bhatia
At the beginning of the year 21008 0.19 21008 0.19
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
Purchase from Secondary Market - 30 May 2014 to 19 December 2014 70868 0.69 91876 0.88
Closing Balance as on 31 March 2015 91876 0.88
12 Nisarg Ajaykumar Vakharia Ajaykumar
Ramanlal Vakharia
At the beginning of the year - - - -
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease - -
Purchased from Secondary Market - 27 March 2015 33945 0.31 33945 0.31
Closing Balance as on 31 March 2015 33945 0.31
13 Amit Haresh Duhlani
At the beginning of the year - - - -
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease - -
Purchased from Secondary Market - 27 March 2015 31767 0.29 31767 0.29
Closing Balance as on 31 March 2015 31767 0.29

E) Shareholding of Directors and Key Managerial Personnel:

Sr. No. Shareholding of each Directors and each Key Managerial Personnel Shareholding at the beginning of the year Cumulative Shareholding during the Year
No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 Ashok Mohan Advani (Promoter Non-executive Director)
At the beginning of the year 795165 7.66 795165 7.66
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease - -
Closing Balance as on 31 March 2015 795165 7.36
2 Suneel Mohan Advani (Promoter Executive Director)
At the beginning of the year 429828 4.14 429828 4.14
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease - -
Closing Balance as on 31 March 2015 429828 4.14
3 S uresh Talwar (Independent Director)
At the beginning of the year 15075 0.15 15075 0.15
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease - -
Closing Balance as on 31 March 2015 15075 0.15
4 Naresh Malhotra (Independent Director)
At the beginning of the year 7175 0.07 7175 0.07
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
Sale in Secondary Market – 22 January 2015 to 26 February 2015 (3442) 3733
Closing Balance as on 31 March 2015 3733 0.03
5 K. P. T. Kutty (Independent Director)
At the beginning of the year 2650 0.03 2650 0.03
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease - -
Closing Balance as on 31 March 2015 2650 0.03
6 Sanjay Vaswani (Promoter
Non-Executive Director)
At the beginning of the year 14750 0.14 14750 0.14
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease - -
Closing Balance as on 31 March 2015 14750 0.14
7 Sunil Bhatia (Executive Director ) through SMB Family Trust where he and his family are beneficiaries
At the beginning of the year 471248 4.54 471248 4.54
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
Sale in Secondary Market - 21 October 2014 to 8 December 2014 (137065) 334183
Purchase from Secondary Market - 8th December 2014 3626 337809
Closing Balance as on 31 March 2015 337809 3.13
8 Sunil Bhatia (Executive Director ) with Rita Bhatia (spouse)
At the beginning of the year 69740 0.67 69740 0.67
Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
Through exercise of ESOPs – 22 July 2014 100000 169740
Through exercise of ESOPs – 23 December 2014 217000 386740
Closing Balance as on 31 March 2015 386740 3.58

Note: Directors and Key Management personnel with no shareholding at the beginningduring and at the end of the year are excluded.

V) INDEBTEDNESS - Indebtedness of the Company including interestoutstanding/accrued but not due for payment.

( Rs. In Lakhs)

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebted- ness
Indebtedness at the beginning of the financial year - - - -
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - -
Change in Indebtedness during the financial year
* Addition 300.00 - - 300.00
* Reduction (300.00) - - (300.00)
Net Change - - - -
Indebtedness at the end of the financial year - - - -
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

( Rs. In Lakhs)
Name of MD/WTD/ Manager Total Amount
Sr. No. Particulars of Remuneration Chairman and Managing Director Sunil Bhatia Suneel Advani Chief Executive Officer and Managing Director
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 26.40 178.89* 346.69*
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 17.15 - 17.15
(c ) Profits in lieu of salary under section 17(3) Income- tax Act 1961 - - -
2 Stock Option * - * *
3 Sweat Equity - - -
4 Commission
5 Others please specify – Variable pay 141.40* 141.40*
Total (A) 43.55 320.29* 363.84*
C eiling as per the Act 91.18

Note: * Sunil Bhatia is paid his salary from an overseas subsidiary of the company.Hence the compensation paid to him is to be excluded for the purposes of the amount(s)worked out with reference to the ceiling on Managerial remuneration under the Act. Thereis no value of perquisite on the ESOPs granted / exercised by Mr. Bhatia since he is notpaid salary in India.

B. R emuneration to other directors

( Rs. In Lakhs)

Sr. No. Name of Directors Total Amount
1 Particulars of Remuneration Independent Directors Suresh Talwar Dr. Prakash Hebalkar Naresh Malhotra K. P. T. Kutty
Fee for attending board commit- tee meetings 5.90 5.40 4.90 2.70 18.90
Commission 5.00 5.00 5.00 5.00 20.00
Others please specify - - - -
Total (1) 10.90 10.40 9.90 7.70 38.90
2 Other Non-Executive Directors A shok Advani Sanjay
Vaswani
Fee for attending board commit- tee meetings 1.70 0.50 2.20
Commission 5.00 5.00 10.00
Others please specify - -
Total (2) 6.70 5.50 12.20
Total (B)=(1+2) 51.10
Total Managerial Remuneration ** 94.65
Overall Ceiling as per the Act 200.60

** - Excludes salary paid to COO and MD through an overseas subsidiary company

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

(Rs. In Lakhs)
Sr. No. Particulars of Remuneration Key Managerial Personnel
Chief Financial Officer and Company Secretary
Particulars V Sudarshan (till 31 May 2014) Aloke Ghosh ( Effective 2 June 2014) Total
1 Gross salary 4.64 36.17 40.81
(a) Salary as per provisions contained in sec- tion 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 0.05 0.33 0.38
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 -
2 Stock Option
3 Sweat Equity
4 Commission
5 Others please specify: Statutory payments Terminal benefits Variable pay and Leave encashment 7.37 - 7.37
Total 12.06 36.50 48.56

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There are no instances of imposition of penalties punishment or compounding ofoffences on the company / it’s Directors or its KMP. Hence there is no informationto be disclosed / furnished in this regard.

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

STATEMENTCONT AINING SALIENTF EATURES OF THE FINANCIAL STATEMENTOFSUBSIDIARIES/ASSOCIATE COMPANIES/JOINTV ENTURES

PART "A": SUBSIDIARIES

(Information in respect of each subsidiary to be presented with amounts in Rs. Lakhs)

1. Name of the subsidiary Blue Star Infotech America Inc. Blue Star Infotech (UK) Limited Blue Star Infotech ( S ingapore) Pte. Ltd. Blue Star Infostack Solutions Pte. Ltd. Blue Star Infostack (Malaysia) Sdn. Bhd. Blue7 Solutions LLC
2. Level of Subsidiary First level First level First level Second level Second level Second level
3. Reporting period for the subsidiary concerned if different from the holding company’s reporting period 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15
4. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries Average rate INR per US$ – 61.15 Closing rate INR per US$ – 62.59 Average rate I NR per GBP – 98.62 Closing rate I NR per GBP – 92.46 Average rate INR per SGD – 47.52 Closing rate INR per SGD – 45.63 Average rate INR per SGD – 47.52 Closing rate INR per SGD – 45.63 Average rate INR per MYR – 18.29 Closing rate INR per MYR – 16.90 Average rate NR I per US$ – 61.15 Closing rate INR per US$ – 62.59
5. Share capital 1470.87 277.38 684.45 27.38 169.00 312.95
6. Reserves & surplus (810.93) 702.45 482.16 18.01 14.74 425.20
7. Total assets 4970.61 1247.68 1675.44 1091.47 266.93 1361.14
8. Total Liabilities 4310.67 267.70 508.82 1046.08 83.19 622.99
9. Investments (at cost) 1521.98 - 477.47 - - -
10. Turnover 12007.41 2359.08 1461.70 3528.59 563.47 3259.86
11. Profit before taxation 181.53 262.80 250.72 69.25 58.86 68.72
12. Provision for taxation 13.45 58.64 24.14 - 23.70 32.83
13. Profit after taxation 168.08 204.16 226.58 69.25 35.16 35.89
14. Proposed Dividend - - - - - -
15 % of shareholding 100% (Subsidiary of Blue Star Infotech Ltd.) 100% (Subsidiary of Blue Star Infotech Ltd.) 100% (Subsidiary of Blue Star Infotech Ltd.) 100% (Subsidiary of Blue Star Infotech (Singapore) Pte. Ltd.) 100% (Subsidiary of Blue Star Infotech (Singapore) Pte. Ltd.) 100% (Subsidiary of Blue Star Infotech America Inc.)

PART "B": ASSOCIATES AND JOINT VENTURES

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Sr. No. Name of the Associate Blue Star Infotech Business Intelligence & Analytics Private Limited (formerly Activecubes Solutions India Pvt. Ltd.)
1 Latest audited Balance Sheet Date 31 March 2015
2 Shares of Associate held by the company on the year end
No. 2484909 equity shares of Rs. 10 each
3 Amount of Investment in the Associate 701.86
Extend of Holding% 48.97%
4 Description of how there is significant influence a) Management is common
b) Two of the Board members out of three directors are common.
5 Reason why the associate is not consolidated Not Applicable
6 Net worth attributable to shareholding as per latest audited Balance Sheet 472.68
7 Profit/ (Loss) for the year 61.27
i Considered in Consolidation Yes. 100%
ii Not Considered in Consolidation Not Applicable

Upgrade To Premium Services

Welcome User

Business Standard is happy to inform you of the launch of "Business Standard Premium Services"

As a premium subscriber you get an across device unfettered access to a range of services which include:

  • Access Exclusive content - articles, features & opinion pieces
  • Weekly Industry/Genre specific newsletters - Choose multiple industries/genres
  • Access to 17 plus years of content archives
  • Set Stock price alerts for your portfolio and watch list and get them delivered to your e-mail box
  • End of day news alerts on 5 companies (via email)
  • NEW: Get seamless access to WSJ.com at a great price. No additional sign-up required.
 

Premium Services

In Partnership with

 

Dear Guest,

 

Welcome to the premium services of Business Standard brought to you courtesy FIS.
Kindly visit the Manage my subscription page to discover the benefits of this programme.

Enjoy Reading!
Team Business Standard