Yours Director hereby present the 26th Annual Report of the Company for thefinancial year ended 31st March 2017.
OPERATIONS & FINANCIAL PERFORMANCE OF THE COMPANY
Detailed information on the development of the Company's activities and the totalrevenue of the Company for the financial year ended 31st March 2017 ismentioned in its financial statements attached to this Annual Report.
The Directors regret their inability to recommend dividend for the year under reviewdue to insufficient profit.
BUSINESS RISK MANAGEMENT
The Company like any other enterprise is exposed to business risk which can beinternal risks as well as external risks. The threats to the segments in which the companyoperates are volatility in Exchange rate & Metal Prices. The company is concernedabout the vide Fluctuations in Copper prices globally and locally and increase in foreignexchange value.
The Company has not accepted depositscovered under Chapter V of the Companies Act 2013and accordingly the disclosure requirements stipulated under the said Chapter are notapplicable.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year under review the company has not given any loans Guarantees andInvestments covered under the provisions of Section 186 of the Companies Act 2013
CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES
Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014 except the remuneration to managerial personnelthere is no other related party transactions to be disclosed.
Your Company is pleased to provide the facility to Members to exercise their right tovote by electronic means and had optfor e -voting through CDSL platform.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith elsewhere in the Annual Report.
DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES
As on 31st March 2017 there were no Equity Shares of Shareholders werelying in the Escrow Account due to non-availability of the correct particulars.
ALLOTMENT OF SHARES
The Company has allotted 2900000 Equity shares on preferential basis to theNon-promoter category in the Board Meeting held on 31stDecember 2016.
Your Directors are happy to report that your Company is compliant with the CorporateGovernance requirements as per the provision of SEBI (LODR) Regulations 2015. A separatesection on Corporate Governance together with a certificate from the Statutory Auditor'sconfirming compliance is set out in the Annexure forming part of this report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A Management Discussion and Analysis Report has been attached and forms part of theAnnual Report.
ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT 2013
(a) Conservation of Energy:
The Company is monitoring the consumption of energy and is identifying measures forconservation of energy.
(i) the steps taken by the company for utilizingalternate sources of energy -Nil
(ii) the capital investment on energy conservation equipments - Nil
(b) (i) Technology Absorption adaptation and innovation:- Indigenous Technology isinvolved for the manufacturing the products of the Company.
(ii) Research and Development (R & D): No research and Development has been carriedout.
(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 in receipt of remunerationexceeding the limit prescribed under rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
The provisions of Section 139(2) of the Companies Act 2013 and the Rules madethere-under mandated the Company to rotate its existing Statutory Auditors. The term ofthe existing Auditors M/s. P Murali & C. expires for the FY 2016-17 i.e till theconclusion of ensuing Annual General meeting to be held on 28th September 2017.
In this regard Board of Directors of the Company (on recommendation of AuditCommittee) in its meeting held on 1st September 2017 has subject to approvalof shareholders in the ensuing Annual General meeting to be held on 28thSeptember 2017 approved the appointment of M/s. Chandra Babu Naidu & Co. (FRN:016016S) Chartered Accountants as the Statutory Auditors of the Company for a period ofFive Years w.e.f from the Conclusion of this Annual General Meeting subject toratification at every Annual General Meeting.
BOARD AND COMMITTEES PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015the Board has carried out an annual performance the directors individually as well as theevaluation of the working of its Audit and Nomination & Remuneration Committees.
NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARDMEETINGS:
The dates on which the above Board meetings were held are as follows;
30thMay 201 6 12thJuly 2016 11thAugust 201 6 5thSeptember201 6 14thNovember 2016 20 thDecember 2016 31stDecember2016 14thFebruary 2017.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c)of the Companies Act 2013 withrespect to Directors responsibilities Statement it is hereby confirmed:
a. That in preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures ;
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 2017 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. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adeq uate and operating effectively.
During the year ended March 31 2017 the Company does not have any materiallisted/unlisted subsidiary companies as defined in the Companies Act 2013 & SEBI(LODR) Regulations 2015. The policy on determining material unlisted subsidiary of theCompany is approved by the Board of Directors of the company.
The Board of Directors of the company are committed to maintain the highest standard ofhonesty openness and accountability and recognize that employees have important role toplay in achieving the goal. As a public company the integrity of the financial matters ofthe Company and the accuracy of financial information is paramount. The stakeholders ofthe Company and the financial markets rely on this information to make decisions. Forthese reasons the Company must maintain workplace where it can retain and treat allcomplaints concerning questionable accounting practices internal accounting controls orauditing matters or concerning the reporting of fraudulent financial information to ourshareholders the Government or the financial markets. The employees should be able toraise these free of any discrimination retaliation or harassment. Pursuant to the policyemployees are encouraged to report questionable accounting practices to Mrs. G ManiChairman of Audit Committee through email or by correspondence through post.
Familiarisation programme for Independent Directors
Pursuant to the provisions of SEBI ( LODR) Regulations 2015 the Company has formulateda programme for familiarising the Independent Directors with the company their rolesrights responsibilities in the company nature of the industry in which the companyoperates business model of the company etc through various initiatives.
Key Managerial Personnel
The company is in the process of appointing the Key Managerial Personnel of the Companyin accordance with the Section 203 of the Companies Act 2013.
Related Party Transaction
Policy on dealing with Related Party Transactions is approved by the Board
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons (exceptremuneration) which may have a potential conflict with the interest of the Company atlarge. The same was discussed by the Audit Committee as also the Board. The policy onRelated Party Transactions as approved by the Board. None of the Directors has anypecuniary relationships or transactions vis--vis the Company.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference tofinancial statements. Periodic audits are undertaken on a continuous basis covering allthe operations i.e. manufacturing sales & distribution marketing finance etc.Reports of internal audits are reviewed by management from time to time and desiredactions are initiated to strengthen the control and effectiveness of the system.Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act 2013 andthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report is obtained by the company and forms part of this Annual report.Disclosures pursuant to The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are forms part of the Board's Report.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyforms part of the Board's Report. Remuneration Policy The Board has on the recommendationof the Nomination & Remuneration Committee framed a policy for selection andappointment of Directors Senior Management and their remuneration. The details pertainingto criteria for determining qualifications positive attributes and independence of aDirector and remuneration policy have been provided in Section of the attached CorporateGovernance Report. Significant and Material Orders Passed by the Regulators or CourtsThere are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations
Disclosure Under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. An Internal committee has been set up to redress the complaints received regardingsexual harassment at workplace. All employees including trainees are covered under thispolicy. Personnel The relationship between the management and the staff was very cordialthroughout the year under review. Your Directors take this opportunity to record theirappreciation for the cooperation and loyal services rendered by the employees.Acknowledgements Your Directors place on record their appreciation of the continuousassistance and co-operation extended to your Company by the valued customers bankersReserve 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. |
|Place: Hyderabad ||Sd/- ||Sd/- |
|Date : 01.09.2017 ||Managing Director ||Director |