To the Members of
BLUE BLENDS (INDIA) LIMITED
The Board of Directors hereby present the Thirty Eighth Annual Report on the Businessand Operations of your Company along with the Audited Financial Statements for theFinancial Year ended 31st March 2019.
| || || || ||(Rs. In Lakhs) |
|Particulars ||Standalone ||Consolidated |
| ||31st March 2019 ||31st March 2018 ||31st March 2019 ||31st March 2018 |
|Gross Income ||5736.95 ||13245.95 ||5739.47 ||13249.61 |
|Profit before interest Depreciation & Tax ||(2654.73) ||(9.06) ||(2655.90) ||(8.91) |
|Less : Interest ||749.32 ||1179.28 ||749.32 ||1179.28 |
|Less : Depreciation ||218.99 ||222.24 ||219.04 ||222.31 |
|Profit/ Loss before exceptional items and tax ||(3623.04) ||(1410.58) ||(3624.27) ||(1410.50) |
|Add : Exceptional items ||(886.86) ||(2029.11) ||(886.86) ||(2029.11) |
|Profit /Loss before Tax ||(4509.90) ||(3439.69) ||4511.13 ||(3439.61) |
|Less : Provision for Tax ||36.79 ||(169.16) ||(36.80) ||(169.09) |
|Profit/ Loss after Tax ||(4546.69) ||(3270.53) ||(4547.93) ||(3270.52) |
During the year under review the Gross Revenue from Operations at standalone levelstood at Rs.5736.95 Lakhs compared to Rs. 13245.95 Lakhs in the Previous Year. The NetProfit/(Loss) for the year at Rs.(4546.69) Lakhs against Rs. (3270.53) Lakhs reported inthe Previous Year.
There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisreport.
During the year under review Board has not recommended any dividend on equity sharefor the Financial Year ended 31st March 2019.
During the year under review the Company does not propose to carry any amount toGeneral Reserve Account in view of insufficient profit.
The Authorised Share Capital of the Company as on 31st March 2019 was Rs.535000000/- divided into 30000000 equity shares of Rs. 10/- each and 2350000Preference shares of Rs. 100/- each. The Paid up Capital of the Company is Rs.306512130/- cosisting of Rs. 216512130/ - divided in to 21651213 Equity Shares ofRs. 10/- each and Rs. 90000000/- divided into 900000 Preference Shares of Rs. 100/-each.
Brickwork Ratings has assigned the credit rating of the Company BWR D; Outlook: Stable.
Company has paid listing fees for the financial year 2018-19 to Bombay Stock Exchangeand National Stock Exchange.
FINANCE AND ACCOUNTS
Outstanding amount of Rs. 417555323 is standing to the credit of 16% Non ConvertibleDebenture.
EVENT SUBSEQUENT TO BALANCE SHEET
There are no such events
During the year under review your Company has neither invited nor accepted any depositfrom the public within the meaning of Section 73 of Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014.
Particulars of Loans Guarantees And Investments
Details of Loans guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
Your Company prepares its financial statements in compliance with the requirements ofthe Companies Act 2013 and Indian Accounting Standards and other accounting principlesgenerally accepted in India. The financial Statements have been prepared on historicalcost basis. The estimates and judgements relating to financial statements are made on aprudent basis so as to reflect in a true and fair manner the form and substance of thetransactions and reasonable present the Company's state of affairs profits and cash flowsfor the year ended 31st March 2019.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Accounting Standards (IND AS) viz. IND AS 110 issued by the Institute ofChartered Accountants of India form part of this Annual Report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review Your Company has only one Subsidiary Company namelyBindal Synthetics Private Limited. Subsidiary Company made a Loss of Rs. 123.913/- forthe year ended 31st March 2019.
A report on financial position of the subsidiary in Form AOC-1 as per the CompaniesAct 2013 and Companies (Accounts) Rules 2014 is annexed as Annexure A.
Areport on financial position of the Associate or Joint Venture is annexe as "AnnexureA Part B"
The particulars of contract or arrangements with related parties referred to in Section188(1) of Companies Act 2013 as prescribed in Form AOC-2 is appended as "AnnexureB "
The policy on materiality of related party transaction and dealing with related partytransactions as approve by the Board may be accessed on the Company's website Viz.http://www.blueblends.com.
In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Janardan Joshi retires byrotation and being eligible offers herself for re-appointment. The Board recommends herre-appointment for the consideration of the Members of the Company at the ensuing AnnualGeneral Meeting.
Following are the directors as on the reporting date:
|Name of Director ||Designation |
|Anand Arya ||Managing Director |
|Shabbir Kassamali Tambawala ||Director |
|Janardan Joshi ||Director |
|MadanlalAgarwal ||Director |
EVALUATION OF THE BOARD'S PERFORMANCE:
During the year the Board adopted a formal performance evaluation policy forevaluating its performance and as well as that of its Committees and individual Directorsincluding the Chairman of the Board. The exercise was carried out through a structuredevaluation process covering various aspects of the Board's functioning such as compositionof the Board & Committees experience & competencies performance of specificduties & obligations etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameter such as attendance contribution at the meeting and otherwise independentjudgement etc. The evaluation of the Independent Directors and that of the Chairman wascarried out by the entire Board Excluding the Director being evaluated and the evaluationof Non-Independent Directors was carried out by the Independent Directors.
A separate meeting of Independent Directors was also held during the year wherein theperformance of Chairman Board and Executive Directors was evaluated. The Directors weresatisfied with the evaluation results which reflected the overall engagement of the Boardand its Committee with the Company.
DECLRATION BY INDEPENDENT DIRECTOR :
The Company has received declarations from all Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and they have complied with the code for Independent Directors asprescribed in Schedule IV to the Act.
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTOR:
In Compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a familiarization programmefor the Independent Directors to familiarize them with their role rights andresponsibility as Directors the working of the Company nature of the Industry in whichthe Company operates business model etc. The Details of the familiarization programme areexplained in the Corporate Governance Report and also available on the Company's website.
A. REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of this policy are explained in the Corporate Governance Report. The Remunerationand Nomination Policy shall be available on the website of the Company.
B. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has formulated a whistle blower policy and has established vigil mechanismfor employees including Directors of the Company to report genuine Concerns. Theprovisions of this Policy are in line with the provisions of the Section 177(9) of theAct.
C. POLICY ON BOARD DIVERSITY:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy on Board Diversity as required Regulation 19(4) read with Part D ofSchedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
D. PRESERVATION OF DOCUMENTS AND ARCHIVAL POLICY:
The Company has formulated a Policy pursuant to Regulation 9 and 30(4) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 on Preservation of theDocuments to ensure safekeeping of the records and safeguard and documents from gettingmanhandled while at the same time avoiding superfluous inventory of Documents.
E. POLICY ON DISCLOSURE OF MATERIAL EVENTS/ INFORMATION:
The Policy is framed in accordance with the requirements of the Regulation 30 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The objective of thePolicy is to determine materially of events or information of the Company and to ensurethat such information is adequately disseminated in pursuance with the Regulations and toprovide an overall governance framework for such determination of materiality.
F. POLICY ON RELATED PARTY TRANSACTIONS:
The policy on related party transactions are entered on arms length basis in theordinary course of business and are in compliance with the applicable provisions of theCompanies Act 2013 and the SEBI (LODR) Regulations. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel etc. Which may have protential conflict with the interest of the Company atlarge or which warrants the approval of the Shareholders. Accordingly no transactions arebeing reported in From AOC-2 in terms of Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rule 2014. However the details of the transactions with relatedparties are provided in the Company's financial statements in accordance with theAccounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A Statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions. The Policy on Related Party transactions as approved by the Board isavailable on Company's website.
G. INSIDER TRADINGPOLICY:
The Board of Director has adopted the Insider Trading Policy in accordance with therequirement of the SEBI (Prohibition of Insider Trading) Regulations 2015. The Insidertrading policy of the Company lays down guidelines & procedures to be followeddisclosures to be made while dealing with the shares of the Company as well as theconsequences of the violations. The Policy has been formulated to regulate monitor andensure reporting of deals by employees and to maintain highest ethical standards ofdealing in Companies shares. The Insider Trading Policy of the Company covering code ofpractices and procedures for fair disclosure of unpublished price sensitive informationand code of conduct for preventing of Insider Trading same is available on our website
Pursuant to the requirement SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the Companies Act 2013 the Company has framed a Risk Managementpolicy. Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee. Thedetails of this policy forms part of Corporate Governance Report.
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis for the year under review as required pursuant tothe provisions of Regulation 34(2)(e) read with schedule V(B) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations2015isannexedherewithvide"AnnexureC".Andformsan integral part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
The Board of your Company has constituted a CSR Committee. As on 31st March2019 the Committee comprises of three Directors. Your Company has developed a CSR Policywhich is carried in this Annual Report.
As a part of its initiative under the "Corporate Social Responsibility" (CSR)drive the Company has undertaken projects in the area of urban and rural developmenteradicating hunger promoting health care and education. These projects are in accordancewith Schedule VII of the Companies Act 2013 and the Company's CSR policy. The Report onCSR activities as required under the Companies (Corporate Social Responsibility Policy)Rules 2014 is annexed as "Annexure D" and forms an integral part of thisReport.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The company has an Internal Audit Department with adequateexperience and expertise internal controls operating system and procedures . Indischarging their role and responsibilities the department also engages external auditfirms wherever deemed necessary.
The Internal Audit Department reviews the adequacy of internal control system in theCompany its compliance with operating systems and laid down policies and procedures.Based on the report of internal audit function process owners undertake correctiveactions in their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard.
NUMBER OF MEETING OF BOARDS
The details of the number of the meetings of the Board held during the Financial Year2018-19 forms part of the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the company:
|1. Mr. Anand Arya ||Chairman and Managing Director |
|2. Mr. Chintan Bharatbhai Desai ||Company Secretary |
|3. Mr. Nirmalkumar Sirohiya ||Chief Financial Officer |
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
The details of the committee along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
SIGNIFICANTORMATERIALORDERSPASSEDBYTHEREGULATORS OR COURTS
There is no significant or material orders passed by the Regulators/ Courts that wouldimpact the going concern status of the Company and its future operations.
DIRECTORS' RESPOSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
1. that in the preparation of the annual financial statements for the year ended 31stMarch2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
2. that such accounting policies have been selected and applied consistently andjudgement and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2019 and of the profit of the Company for the year ended on that date;
3. that proper and sufficient care has been taken 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;
4. that the annual financial statements have been prepared on a going concern basis;
5. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
6. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN:
The detail forming part of the Extract Annual Return in form MGT-9 is annexed herewithas "Annexure F"
M/s JMT & Associates Chartered Accountants Mumbai (ICAI Firm Registration Number104167W) were appointed as Statutory Auditors of your Company at the Annual GeneralMeeting held on 29th September 2018 for a term of five consecutive years. TheReport given by the Auditors on the financial statements of the Company is part of theAnnual Report. There has been qualification reservation adverse remark or disclaimergiven by the Auditors in their Report which in self- explanatory.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Abhishek Singh Company Secretary in Practice to conduct the SecretarialAudit of the Company for the financial year 2018-19.
The Secretarial Audit Report for the financial year ended 31st March 2019pursuant to Section 204 of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and the Regulation 24Aof the SEBI (LODR) Regulation 2015 is annexed herewith as " Annexure E". TheSecretarial Audit Report does not contain any qualifications reservation or adverseremarks.
Kiran J. Mehta & Co. Cost Accountants Ahmedabad (Firm Registration No. 000025)carried out the cost audit for applicable business during the year. The Board of Directorshas appointed them Cost Auditors for the financial year2019-20.
The remuneration/cost audit fees payable to the Cost Auditors required to be placedbefore the Members in a general meeting for their ratification. Accordingly a Resolutionseeking Members' ratification for the remuneration payable to Kiran J. Mehta & Co.Cost Auditors is included at item No. 4 of the notice convening the Annual GeneralMeeting.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The requisite information with regard to conservation of energy technology absorptionand foreign exchange earnings and outgo in terms of the Section 134(3)(m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 is given in "AnnexureG" to this report.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.
PARTICULARS OF EMPLOYEES
The information pursuant to Section 197 (12) of the Companies Act 2013 read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company will be provided upon request interms of Section 136(1) of the Companies Act 2013 the Report and Accounts are being sentto the Members and others entitled thereto excluding the information on employeesparticulars which is available for inspection by the Members at the Registered Office ofthe Company during business hours on working days of the Company up to the date of theensuing Annual General Meeting. If any Members is interested in obtaining a copy thereofsuch Member may write to the Company Secretary in this regard.
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in "Annexure H" tothis Report.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. The Company has a structured induction process at alllocations and management development programs to upgrade skills of managers. Objectiveappraisal systems based on key result areas (KRAs) are in place for senior managementstaff.
The Company is committed to nurturing enhancing and retaining its top talent throughsuperior learning and organizational development. This is a part of our Corporate HRfunction and is a critical pillar to support the organization's growth and itssustainability in the long run.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (Act') and Rules made thereunder yourCompany has constituted Internal Complaints Committees (ICC) at its workplaces. During theyear no complaints were filed with the Company.
As in the previous year this year too we are publishing only the statutory disclosurein the print version of theAnnual Report. Electronic copies of the Annual Report 2018-19and Notice of the 38th Annual General Meeting are sent to all the members whoseE-Mail ID is registered with the Company/Depository Participant(s). The members who havenot registered their email addresses physical copies are sent in the permitted mode.
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its prices cyclical demand and pricing in the Company'sprinciple markets changes in Government regulations Tax regimes economic developmentswithin India and the countries in which the Company conducts business and other ancillaryfactors.
Your Directors would like to express their sincere appreciation for assistance andco-operation received from the various stake holders including financial institutions andbanks Governmental authorities and other business associates who have extended theirvaluable support and encouragement during the year under review
Your Directors take the opportunity to place on record their deep appreciation of thecommitted services rendered by the employees at all levels of the Company who havecontributed significantly towards Company's performance and for enhancing its inherentstrength. Your Directors also acknowledge with gratitude the encouragement and supportextended by our valued shareholders.
| ||FOR AND ONBEHALF OFTHEBOARD |
| ||BLUEBLENDS(INDIA) LIMITED |
| ||ANANDARYA |
|DATE : 09TH August 2019 ||DIN NO.: 00084995 |
|PLACE : MUMBAI ||CHAIRMANANDMANAGINGDIRECTOR |