Blue Circle Services Ltd.
|BSE: 508939||Sector: Financials|
|NSE: N.A.||ISIN Code: INE526K01031|
|BSE 00:00 | 04 Jan||Blue Circle Services Ltd|
|NSE 05:30 | 01 Jan||Blue Circle Services Ltd|
|BSE: 508939||Sector: Financials|
|NSE: N.A.||ISIN Code: INE526K01031|
|BSE 00:00 | 04 Jan||Blue Circle Services Ltd|
|NSE 05:30 | 01 Jan||Blue Circle Services Ltd|
Your Directors have pleasure in presenting the 37th Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended March 312020.
(Rs in Lakh)
The COVID-19 pandemic has disrupted demand and supply chains across industriesnegatively impacting the business of companies and driving the global economy towards arecession. Governments in several countries have imposed stringent lockdown in a bid tocontain the spread of the disease. This in turn has forced companies to reconfigure howtheir employees work and how their core business processes are supported and delivered.These events could cause companies to pause and reprioritize their spending on technologyand business process outsourcing. However it is becoming evident that companies that havepreviously digitized their operations have been more resilient. Consequently in themedium to long term it is very likely that businesses will continue to spend ontechnology related initiatives with a greater focus on automation remote workingcloud-based applications optimization of legacy technology costs etc. Several sectorsare also seeking technology-based solutions immediately to tackle the health and economiccrises notably in healthcare life sciences banking telecommunications and essentialretail.
Given the continued market volatility and uncertain economic outlook fresh lending wasopportunity driven and was directed towards good corporates/high qualitypromoters/relationship or strategic clients to meet their short-term liquidityrequirements more like bridge funding on fairly attractive terms.
PERFORMANCE HIGHLIGHTS & OUTLOOK
The Company was into the trading and investments in Shares & Securities during theyear under review. Gross revenue from operations stood at` Nil lakh in comparison to lastyears' revenue of Rs 9.04 lakh. In term of Net Profit/ (Loss) the Company has incurred aloss of Rs 108.84 lakh in comparison to last years' net loss of Rs 319.07 lakh (after taxincluding deferred tax).
The scenario does not look good for the Company as the Investment of Company is inmid-cap and small-cap segment the segment which is neither performed well in year 2019nor is performing well in year 2020. The policy by the regulators added fuel to thesegment wherein SEBI asked mutual funds to make balancing in their portfolio by addinglarge-cap and reducing weightage in mid-cap and small-cap. This lead to sell-off by MutualFunds and lack of buying in the segment lead to fall in the price shares of thesecategories. The Company is trying hard to balance its portfolio in order to have furtherlosses in future.
DIVIDEND AND RESERVES
Due to losses earned during the year and for the reason of carried forward losses yourDirectors do not recommend any Dividend for the year under review.
During the year under review Nil amount has been transferred to General Reserves.
The paid up Equity Share Capital as on March 31 2020 was Rs 20.3470 Crore. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity. As on March 31 2020 none of the Directors and/orKey Managerial Person of the Company hold instruments convertible in to Equity Shares ofthe Company.
The Company is into the sole business of Finance and Investments. The Company iscarrying trading and investments activities in shares and securities in accordance withthe Accounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2020 has been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014. The estimates and judgements relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state of affairsprofits and cash flows for the year ended March 31 2020.
The Company continues to focus on judicious management of its working capitalreceivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.
There is no audit qualification in the standalone financial statements by the statutoryauditors for the year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Company does not have any material subsidiary as defined under the ListingRegulations. However it has formulated a policy for determining its Material'Subsidiaries and the same is available on the website of the Company viz.www.bluecircleservices.in
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of Listing Regulations; during the financial year were in theordinary course of business and on an arm's length pricing basis and do not attract theprovisions of Section 188 of the Companies Act 2013 and the Rules made thereunder are notattracted and thus disclosure in term of Section 134(3)(h) r/w Rule 8(2) of the Companies(Accounts) Rules 2014 and under Regulation 34(3) & 53(f) Para A of Schedule V ofSEBI(LODR) Regulations 2015 is attached as Annexure I. Further there are no materiallysignificant transactions with related parties during the financial year which were inconflict with the interest of the Company. Suitable disclosure as required by the
Accounting Standards (AS18) has been made in the notes to the Financial Statements. Thepolicy on Related Party Transactions as approved by the Board is uploaded on the Company'swebsite viz. www.blurcircleservices.in
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis on the operations of the Company as prescribedunder Part B of Schedule V read with regulation 34(3) of the Listing Regulations 2015 isprovided in a separate section and forms part of the Directors' Report.
CHANGE IN NATURE OF BUSINESS IF ANY.
There are no changes in the nature of business in the financial year 2019-20
The Board of Directors have laid down the manner for carrying out an annual evaluationof its own performance its various Committees and individual directors pursuant to theprovisions of the Act and relevant Rules and the Corporate Governance requirements are incompliance with Regulation 17 of Listing Regulations 2015. The performance of the Boardwas evaluated by the Board after seeking inputs from all the Directors on the basis ofvarious criteria such as Board Composition process dynamics quality of deliberationsstrategic discussions effective reviews committee participation governance reviews etc.The performance of the Committees was evaluated by the Board after seeking inputs from theCommittee members on the basis of criteria such as Committee composition processdynamics deliberation strategic discussions effective reviews etc. The Nomination andRemuneration Committee reviewed the performance of the individual Directors on the basisof the criteria such as transparency analytical capabilities performance leadershipethics and ability to take balanced decisions regarding stakeholders etc.
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings held during thefinancial year 2019-20 are given in the separate section of Corporate Governance Report.
All Committees of the Board of Directors are constituted in line with the provisions ofthe Companies Act 2013 and applicable regulations of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
There is no Change in Management of the Company during the year under review.
During the year the Company has appointed Mrs. Supyar Kanwar (DIN: 08469682) asIndependent Director of the Company to fill-up vacancy caused due to sad demise of Mr.Jauhar Singh. Apart from the above there is no change in the composition of Board.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of Listing Regulations 2015. The details of programme for familiarization ofIndependent Directors with the Company nature of the business segments in which theCompany operates and related matters are put up on the website of the Company In theopinion of the Board the Independent Directors possess the requisite expertise andexperience and are the persons of high integrity and repute. They fulfill the conditionsspecified in the Companies Act 2013 and the Rules made thereunder and are independent ofthe management. Further none of the Directors of the Company are disqualified undersub-section (2) of Section 164 of the Companies Act 2013.
As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to five consecutive years on the board of a company but shall beeligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Board's Report. FurtherSection 152 of the Act provides that the Independent Directors shall not be liable toretire by rotation in the Annual General Meeting ("AGM") of the Company.
As per Regulation 25 of Listing Regulations (applicable from December 1 2015) aperson shall not serve as an independent director in more than seven listed entities:provided that any person who is serving as a whole time director in any listed entityshall serve as an independent director in not more than three listed entities. Furtherindependent directors of the listed entity shall hold at least one meeting in a yearwithout the presence of non-independent directors and members of the management and allthe independent directors shall strive to be present at such meeting.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS OR COURTS
An order was passed by SEBI vides Order No. WTM/RKA/ ISD/162/2014 dated 19thDecember 2014 and re-confirmation Order No. WTM/RKA/ISD/31/2015 dated 20thApril 2015 in the matter of dealing in the Shares of First Financial Services Limited;where in the Company has been debarred from accessing Capital Market for the time being(tenure of suspension has not defined in said order).
Apart from above there are no other significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial position ofthe Company between the end of financial year and date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 the Board ofDirectors confirms that:
1. that in the preparation of the Annual Accounts for the year ended March 31 2020the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
2. 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 as at March 31 2020 and of the profit ofthe Company for the year ended on that date;
3. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4. the annual accounts have been prepared on a going concern basis;
5. that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
6. that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
BUSINESS RISK MANAGEMENT
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.However provision of Regulation 21 of Listing Regulations for constitution of RiskManagement Committee is not applicable to the Company.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Your Company has an Internal Control System which is commensurate with the sizescale scope and complexity of its operations. To maintain its objectivity andindependence an independent firm of Chartered accountants has been appointed as theInternal Auditors who report to the Chairman of the Audit Committee of the Board. TheInternal Auditors monitor and evaluate the efficacy and adequacy of internal controlsystem in your Company its compliance with operating systems accounting procedures andpolicies of your Company. Based on the report of the Internal Auditors placed before theAudit Committee process owners undertake corrective action in their respective areas andthereby strengthen the controls. The internal controls have been reported by the Auditorsto be adequate and effective during the year.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company i.e.www.bluecircleservices.inINFORMATION TECHNOLOGY
Innovation and Technology are synonymous with the Company. The investment in technologyacts as a catalyst and enables the Company to be innovative.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of your Company.
AUDITORS Statutory Auditors
M/s Mahato Prabir & Associates Chartered Accountants Kolkata (FRN-325966E) wereappointed as Statutory Auditors of the Company for a period of five consecutive years atthe 35th Annual General Meeting (AGM) of the Members held on September 23 2019 on aremuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.Their appointment was subject to ratification by the Members at every subsequent AGM heldafter the AGM held on September 25 2019. Pursuant to the amendments made to Section 139of the Companies Act 2013 by the Companies (Amendment) Act 2017 effective from May 72018 the requirement of seeking ratification of the Members for the appointment of theStatutory Auditors has been withdrawn from the Statute. Hence the resolution seekingratification of the Members for continuance of their appointment at this AGM is not beingsought.
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 hasre-appointed Mr. Sanjay Kumar Vyas Company Secretaries in Practice (C. P. No. 21598) toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportin the prescribed Form MR-3 is annexed in this Annual Report as Annexure II. In additionto the above and pursuant to SEBI circular dated 8 February 2019 a report on secretarialcompliance by Mr. Sanjay Kumar Vyas for the FY 2019-20 has been submitted to BSE.
Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/s. S. Gattani &Co. Chartered Accountant Firm Kolkata (FRN - 326788E). The main thrust of internal auditis to test and review controls appraisal of risks and business processes besidesbenchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.
The Audit Committee of the Board of Directors Statutory Auditors and the KeyManagerial Personnel are periodically apprised of the internal audit findings andcorrective actions taken. Audit plays a key role in providing assurance to the Board ofDirectors. Significant audit observations and corrective actions taken by the managementare presented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended 31st March 2020 made under theprovisions of Section 92(3) of the Act is attached as Annexure III to this report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thesame is not applicable to the Company as none of employee is drawing remuneration inexcess of the limits set out in the said rules and thus no disclosure has been provided inthis Annual Report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 by way of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2016 dated June 30 2016 ("Amended ManagerialRemuneration Rules 2016") the report is not applicable to the Company.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder the Companyhas not received any complaint of sexual harassment during the year under review.
PARTICULARS UNDER SECTION 134(3) (m) OF THE COMPANIES ACT 2013
Since the Company is into the business of trading and investments in shares andsecurities; the information regarding Conservation of Energy Technology AbsorptionAdoption and Innovation as defined under section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used any foreign exchange during the year under review.
During the year under review your Company has not accepted any deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014.
REPORT ON CORPORATE GOVERNANCE
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.
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.
Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Company's valued customersbankers vendors and members for their continued support and confidence in the Company.