To the Members
The Directors of the Company have pleasure in presenting the 9th AnnualReport and Audited Statement of Accounts for the financial year ended 31stMarch 2016.
|FINANCIAL RESULTS ||2015-16 ||2014-15 |
|Sales and Services ||5861580 ||28117573 |
|Other Income ||1376330 ||3173887 |
|Total Revenue ||7237910 ||31291460 |
|Total Expenditure ||5428345 ||30107066 |
|Profit before Tax ||1809565 ||1184395 |
|Less: Tax Expense || || |
|Current Tax ||595770 ||311492 |
|Deferred Tax ||(52973) ||(34895.50) |
|Taxes for Earlier Years ||23421 ||2811 |
|Profit/Loss for the year after tax ||1243347 ||904987 |
The Board of Directors do not recommend any dividend on Equity Share Capital for theyear under review with a view to conserve resources and to plough back the profits for theFinancial Year ended 31st March 2016 and to strengthen the net workingcapital.
MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)
The operating income during the financial year ended 31st March 2016 stoodat Rs. 5861580/- as against the total operating income of Rs. 28117573 in theprevious financial year ended 31st March 2015. During the Year the Company hasearned a net profit of Rs. 1243347/- as compared to the net profit of Rs. 904987 inthe previous year.
During the financial year 2015 -2016 the paid up capital of the Company stood at Rs.30010800 (Rupees Three Crores Ten Thousand Eight Hundred Only) Equity Shares of Re.10/- each. During the year under review the Company came out with an Initial Public Offerof 1407000 equity shares with a face value of Re.10/- each at a premium of Rs. 40/- perequity share for an amount aggregating Rs. 703.50 lacs. The Equity of the Company arecurrently listed at BSE SME Exchange and are available for trading. The Company hasutilized the amount of Rs. 693.50 lacs for the objects of the issue as stated in theLetter of Offer as of March 31st2016.
Industry Overview For The Company
A turbulent equity movement dismal corporate earnings sub normal monsoons plunge incommodity and oil prices: It has not been a good year to remember for Indian markets.
"Year 2015-2016 turned out to be a complicated year for investors with corporateperformance failing markets expectation. Domestic politics have also eluded marketexpectations.
Opportunities and Outlook
Domestic stock markets are not out of the woods yet and the coming year will continueto be challenging. However 2016 is likely to be better than 2015. Shares are down 15 percent against their all-time high and annual return has slipped about 10 per cent.Large-cap stocks continue to remain under pressure while cracks are already developing inthe mid- and small-cap space the segment which gave a phenomenal return of about 65 percent in the past two years.
"Markets are likely to be volatile. However we are positive that in 2016 a moremeaningful shift will take place in financial assets.
Threat Risks & Concern
Low pace of global growth low commodity prices and the government s inability tobalance the fiscal deficit will be three key challenges to the markets. "While thedeveloped economies are moving out of repair growth across many emerging markets couldmoderate given high dollar debt. Key long-term challenge for India remains ability torein in the consolidated fiscal deficit. Government expenditure bill will increase withthe proposed revision in wages and likelihood of other measures to support rural income.
Adequacy of Internal Control
The Company has a well laid out internal control system. The internal control system isso designed to ensure that there is adequate safeguard maintenance and usage of assets ofthe Company.
The Company currently has a strong team of more than 10 employees with experience instock broking and finance and we would like to thank each and every member of theBLUEBLOOD family for their role and continuous contribution towards the Company sperformance.
OUR SUBSIDIARIES AND ASSOCIATE COMPANIES
Company has no subsidiary and associate Company.
During the financial year 2015-16 your Company has not accepted any deposit within themeaning of Sections 73 and 74 the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
NOMINATION &REMUNERATION POLICY AND PARTICULARS OF EMPLOYEES
In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued there under and Regulation 19 of the LODR the Boardof Directors of the Company at their meeting held on 3rd Feb 2016 formulatedthe Remuneration Policy on the recommendations of the Nomination & RemunerationCommittee. The salient features covered in the Remuneration Policy have been outlined inthe Corporate Governance Report which forms part of this Report.
The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/employees of the Company is set out in Annexure A to this Report and isavailable on the website of the Company.
DIRECTORS & KEY MANAGERIAL PERSONNEL APPOINTMENTS/RE-APPOINTMENTS: DIRECTORS
Pursuant to Section 152 of the Companies Act 2013 Mr. Suresh Bohra Managing Directorof the Company retires by rotation at ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.
Further during the year under review the Board of Directors re-appointed Mr. SyedLiaqat Ali as Non Executive Independent Director for a period of 5 years. Your directorsare confident that Company will be immensely benefited with the association of Mr. SyedLiaqat Ali.
During the year under review Ms. Alisha Malhotra and Ms. Tripti Chugh has resignedfrom the post of Company Secretary dated 19th December 2015 and 30thMarch 2016 respectively. The Board places on record their appreciation for valuablecontributions made during their association with the Company. Further Company at itsmeeting held on 5th May 2016 has appointed Ms. Neha Gupta as a CompanySecretary cum Compliance Officer of the Company.
KEY MANAGERIAL PERSONNELS
Mr. Suresh Bohra Whole Time Director Mrs. Gurpreet Kaur CFO and Ms. Neha Gupta (Ms.Tripti Chugh resigned w.e.f 30th March2016 and Ms. Alisha Malhotra resignedw.e.f 19th Dec 2015) Company Secretary are the Key Managerial Personnels inaccordance with the provisions of the Companies Act 2013 and Rules made there under.
FAMILIRAZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company and related matters are putup on the website of the Company.
EVALUATION OF BOARD PERFORMANCE
In terms of the provisions of the Companies Act 2013 read with Rules issued thereunder and LODR the Board of Director on recommendation of Nominations & RemunerationCommittee have evaluated the effectiveness of the Board/Director(s) for financial year2015-16.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The provisions of Section 197(12) of the Companies Act 2013 read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014does not apply in your Company.
NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
The details of the number of Board and Audit Committee meetings of the Company are setout in the Corporate Governance Report which forms part of this Report.
DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued there under as well as LODR.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) of the Companies Act 2013 theDirectors confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standards and Schedule III of the Companies Act2013 have been followed and there are no material departures from the same;
(b) 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 as at 31st March 2016 and ofthe profit of the Company for the financial year ended 31st March 2016;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down proper internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; and
(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
AUDITORS AND AUDITORS REPORT
At the 8th Annual General Meeting (AGM) of the Company M/s VSD &Associates Chartered Accountants (Firm Registration No. 087382) was appointed as theStatutory Auditors to hold office till the conclusion of the 9th AGM of theCompany. M/s VSD & Associates Chartered Accountants Auditors of the Company retireat the conclusion of the ensuing Annual General Meeting and having confirmed theireligibility offer themselves for re-appointment. The Company has received necessaryletter from them to the effect that their re-appointment if made would be within theprescribed limits under Section 141(3)(g) of the Companies Act 2013 and that they are notdisqualified for re appointment. The Audit Committee and the Board of Directorstherefore recommended the re- appointment of M/s VSD & Associates CharteredAccountants as Auditors of the Company for the period of five year commencing from 2016 to2021 subject to the approval of shareholders at the ensuing Annual General Meeting(AGM).
The observations in the Auditors Report are self explanatory and do not call for anyfurther comments.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed MZ & Associates Company Secretaries to conduct the Secretarial Audit ofyour Company. The Secretarial Audit Report is annexed herewith as "Annexure - B"to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remarks.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "Annexure C"to this Report.
RELATED PARTY TRANSACTIONS
The details of the related party transactions as required under Accounting Standard 18are set out in Note 24 to the standalone financial statements forming part of this AnnualReport.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company s website.
LOANS GUARANTEES AND INVESTMENTS
The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are asfollows:
Details of loan and advances guarantee and investments has been given in the balancesheet note to accounts.
The Board of Directors of the Company have formulated a Whistle Blower Policy which isin compliance with the provisions of Section 177(10) of the Companies Act 2013 andListing Obligations and Disclosure Requirements (LODR) Regulations 2015. The Companythrough this policy envisages to encourage the Directors and Employees of the Company toreport to the appropriate authorities any unethical behaviour improper illegal orquestionable acts deeds actual or suspected frauds or violation of the Company s Code ofConduct for Directors and Senior Management Personnel. The Policy on Vigil Mechanism /Whistle blower policy may be accessed on the Company s website.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is as under:
Part A and Part B relating to conservation of energy and technology absorption are notapplicable to the Company as your Company is not a manufacturing company.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
|(in Rs.) || || |
|Total foreign exchange ||2015-16 ||2014-2015 |
|earnings and outgo || || |
|FOB Value of Exports ||Nil ||Nil |
|CIF Value of Imports ||Nil ||Nil |
|Expenditure in foreign currency ||Nil ||Nil |
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by any of the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; b) Your Company does not have any ESOP scheme for itsemployees/directors.
DEMATERIALIZATION OF SHARES
Trading in the Equity Shares of the Company is only permitted in the dematerializedform as per the Securities and Exchange Board of India (SEBI) circular dated May 29 2000.
The Company has established connectivity with both the Depositories viz. NationalSecurity Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL)to facilitate the demat trading. As on 31st March 2016 100% of the Company sShare Capital is in dematerialized form.
The Company s shares are regularly traded on BSE (SME) Limited.
Pursuant to Regulation 27 of the LODR the Corporate Governance report together with acertificate issued from MZ & Associate Company Secretaries on its compliance is madepart of the Annual Report.
Statement in the management s discussions and analysis describing the Company sprojections estimates expectations or predictions may be
forward looking statements within the meaning of applicable securities laws andregulations. Actual results could differ materially from those expressed or implied.Important factors that would make a difference to the Company s operations includedemand-supply conditions changes in government regulations tax regimes and economicdevelopments within the country and abroad and such other factors.
The Directors of the Company are grateful to all the stakeholders including thecustomers bankers suppliers and employees of the Company for their co-operation andassistance.
|Registered Office: || || |
| ||By order of the Board || |
|P-27 Malviya Nagar Main Market ||For BLUEBLOOD VENTURES LIMITED || |
|New Delhi-110017 India || || |
| ||SD/- || |
| || ||SD/- |
|Date: - 19th August 2016 ||Suresh Bohra ||Babita Bohra |
|Place: - New Delhi ||Managing Director ||Director |
| ||DIN: 00093343 ||DIN: 01149417 |