Yours Director hereby present the 26th Annual Reportof the Company for the financial year ended 31st March 2018.
OPERATIONS & FINANCIAL PERFORMANCE OF THE COMPANY
Detailed information on the development of the Company'sactivities and the total revenue of the Company for the financial year ended 31stMarch 2018 is mentioned in its financial statements attached to this Annual Report.
The Directors regret their inability to recommend dividend forthe year under review due to insufficient profit.
BUSINESS RISK MANAGEMENT
The Company like any other enterprise is exposed to businessrisk which can be internal risks as well as external risks. The threats to the segments inwhich the company operates are volatility in Exchange rate & Metal Prices. The companyis concerned about the vide Fluctuations in Copper prices globally and locally andincrease in foreign exchange value.
The Company has not accepted deposits covered under Chapter V ofthe Companies Act 2013 and accordingly the disclosure requirements stipulated under thesaid Chapter are not applicable.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year under review the company has not given anyloans Guarantees and Investments covered under the provisions of Section 186 of theCompanies Act 2013
CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES
Pursuant to clause (h) of sub-section (3) of section 134 of theAct and Rule 8(2) of the Companies (Accounts) Rules 2014 except the remuneration tomanagerial personnel there is no other related party transactions to be disclosed.
EE E-VOTING GG G SERVICES
Your Company is pleased to provide the facility to Members toexercise their right to vote by electronic means and had opt for e-voting through CDSLplatform.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return inform MGT-9 is annexed herewith elsewhere in the Annual Report.
DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES
As on 31st March 2018 there were no Equity Shares ofShareholders were lying in the Escrow Account due to non-availability of the correctparticulars.
REDUCTION OF CAPTIAL
During the period under review the Company has reduced the sharecapital of the Company by reducing the face value of each share from Rs. 5/- to Rs. 2/-.The Company has got the No observation letter from BSE Limited & SEBI on 23rdJuly 2018 and the Company is in the process of floating an application to NCLT for itsapproval.
Your Directors are happy to report that your Company is compliantwith the Corporate Governance requirements as per the provision of SEBI (LODR) Regulations2015. A separate section on Corporate Governance together with a certificate from theStatutory Auditor's confirming compliance is set out in the Annexure forming part of thisreport.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A Management Discussion and Analysis Report has been attachedand forms part of the Annual Report.
ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THECOMPANIES ACT 2013ANIES
(a) Conservation of Energy:
The Company is monitoring the consumption of energy and isidentifying measures for conservation of energy. (i) the steps taken by the company forutilizing alternate sources of energy -Nil (ii) the capital investment on energyconservation equipments - Nil
(b) (i) Technology Absorption adaptation and innovation:-Indigenous Technology is involved for the manufacturing the products of the Company. (ii)Research and Development (R & D): No research and Development has been carried out.
(c) Foreign exchange earnings: As per the notes to accounts (d)Foreign exchange out go: As per the notes to accounts
PARTICULARS OF EMPLOYEES
The Directors are to report that none of the employee was inreceipt of remuneration exceeding the limit prescribed under rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014
The provisions of Section 139(2) of the Companies Act 2013 andthe Rules made there-under mandated the Company to rotate its Statutory Auditors andBoard of Directors of the Company (on recommendation of Audit Committee) in its meetingheld on 1st September 2017 has (which was ratified by the shareholders in theAnnual General meeting to be held on 28th September 2017) approved theappointment of M/s. P C N & Associates. (FRN: 016016S) (formerly M/s. Chandra BabuNaidu & Co.) Chartered Accountants as the Statutory Auditors of the Company subjectto ratification at every Annual General Meeting.
In this regard Board of Directors of the Company (onrecommendation of Audit Committee) in its meeting held on 1st September 2018has proposed to ratify the re-appointment of the said Statutory Auditors from theconclusion from this AGM till the conclusion of next AGM.
BOARD AND COMMITTEES PERFORMANCE EVALUATION ONON ON
Pursuant to the provisions of the Companies Act 2013 and SEBI(LODR) Regulations 2015 the Board has carried out an annual performance the directorsindividually as well as the evaluation of the working of its Audit and Nomination &Remuneration Committees.
NUMBER OF BOARD MEETINGSINGS HELD DURING THE FINANCIAL YEAR ANDTHE DATES OF THE BOARD MEETINGS:
The dates on which the above Board meetings were held arementioned else-where in t his Annual Report
DIRECTORS' RESPONSIBILITYILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c)of theCompanies Act 2013 with respect to Directors responsibilities Statement it is herebyconfirmed:
a. That in preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures ; b. That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year ended 31st March 2018 and of the profit and loss of the company for thatperiod; c. That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;d. That the directors have prepared the annual accounts on a going concern basis. e. thatproper internal financial controls were in place and that the financial controls wereadequate and were operating effectively; f. that systems to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively.
During the year ended March 31 2018 the Company does not haveany material listed/unlisted subsidiary companies as defined in the Companies Act 2013& SEBI (LODR) Regulations 2015. The policy on determining material unlisted subsidiaryof the Company is approved by the Board of Directors of the company.
The Board of Directors of the company are committed to maintainthe highest standard of honesty openness and accountability and recognize that employeeshave important role to play in achieving the goal. As a public company the integrity ofthe financial matters of the Company and the accuracy of financial information isparamount. The stakeholders of the Company and the financial markets rely on thisinformation to make decisions. For these reasons the Company must maintain workplacewhere it can retain and treat all complaints concerning questionable accounting practicesinternal accounting controls or auditing matters or concerning the reporting of fraudulentfinancial information to our shareholders the Government or the financial markets. Theemployees should be able to raise these free of any discrimination retaliation orharassment. Pursuant to the policy employees are encouraged to report questionableaccounting practices to Mrs. G Mani Chairman of Audit Committee through email or bycorrespondence through post.
Familiarisation programme for Independentpendent Directors
Pursuant to the provisions of SEBI ( LODR) Regulations 2015 theCompany has formulated a programme for familiarising the Independent Directors with thecompany their roles rights responsibilities in the company nature of the industry inwhich the company operates business model of the company etc through various initiatives.
Key Managerial Personnel
The company has appointed Mr. B Ravi Kumar Managing Director ofthe Company as Chief Executive Officer of the Company and Mr. J Nagendra Prasad as ChiefFinancial Officer of the Company to comply with the provisions of Section 203 of theCompanies Act 2013. The Company is in the process of intimating the same to BSE Limited& ROC in the prescribed manner.
Related Party Transaction
Policy on dealing with Related Party Transactions is approved bythe Board
There are no materially significant related party transactionsmade by the Company with Promoters Directors Key Managerial Personnel or otherdesignated persons (except remuneration) which may have a potential conflict with theinterest of the Company at large. The same was discussed by the Audit Committee as alsothe Board. The policy on Related Party Transactions as approved by the Board. None of theDirectors has any pecuniary relationships or transactions vis--vis the Company.
Internal Financial Controls
The Company has in place adequate internal financial controlswith reference to financial statements. Periodic audits are undertaken on a continuousbasis covering all the operations i.e. manufacturing sales & distributionmarketing finance etc. Reports of internal audits are reviewed by management from timeto time and desired actions are initiated to strengthen the control and effectiveness ofthe system.
Secretarial Audit itit it
Pursuant to the provisions of Section 204 of the Companies Act2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the Secretarial Audit Report is obtained by the company and forms part of this Annualreport.
Disclosuresclosures pursuant to The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are formspart of the Board's Report.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof employees of the Company forms part of the Board's Report.
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The details pertaining to criteria for determiningqualifications positive attributes and independence of a Director and remuneration policyhave been provided in Section of the attached Corporate Governance Report.
Significant and Material Orders Passed by the Regulators orCourts
There are no significant material orders passed by theRegulators/Courts which would impact the going concern status of the Company and itsfuture operations
Disclosure Under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
The Company has in place an Anti Sexual Harassment Policy in linewith the requirements of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal committee has been set up to redress the complaintsreceived regarding sexual harassment at workplace. All employees including trainees arecovered under this policy.
The relationship between the management and the staff was verycordial throughout the year under review. Your Directors take this opportunity to recordtheir appreciation for the cooperation and loyal services rendered by the employees.
Your Directors place on record their appreciation of thecontinuous assistance and co-operation extended to your Company by the valued customersbankers Reserve Bank India SEBI Bombay Stock Exchange Limited and all other regulatoryAuthorities. The Directors also sincerely acknowledge the significant contributions madeby all the employees for their dedicated services to the Company.
For and On Behalf of the Board
BLUE CLOUD SOFTECH SOLUTIONS LIMITED.
Sd/- Managing Director
Date : 01.09.2018